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 September 30, 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 October 31,
2001: 45,469,767

Page 2


                              ALBEMARLE CORPORATION

                                    I N D E X

                                                                          Page
                                                                         Number
                                                                         ------
PART I. FINANCIAL INFORMATION

 ITEM 1. Financial Statements

         Consolidated Balance Sheets - September 30, 2001 and
         December 31, 2000                                                3-4

         Consolidated Statements of Income - Three- and Nine-
         Months Ended September 30, 2001 and 2000                         5

         Consolidated Statements of Comprehensive Income - Three-
         and Nine- Months Ended September 30, 2001 and 2000               6

         Condensed Consolidated Statements of Cash Flows -
         Nine- Months Ended September 30, 2001 and 2000                   7

         Notes to the Consolidated Financial Statements                   8-13

 ITEM 2. Management's Discussion and Analysis of Results
              of Operations and Financial Condition, and Additional
              Information                                                 14-20

 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk       20

PART II. OTHER INFORMATION

 ITEM 1. Legal Proceedings                                                20

 ITEM 6. Exhibits and Reports on Form 8-K                                 20

SIGNATURES                                                                21

EXHIBIT INDEX                                                             22

 EXHIBIT 99    List of Albemarle Corporation Officers


Page 3

PART I - FINANCIAL INFORMATION

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

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



                                                         September 30, 2001     December 31, 2000
                                                         ------------------     ------------------
                                                             (Unaudited)

                                ASSETS

Current assets:

                                                                          
  Cash and cash equivalents                              $          34,222      $          19,300
  Accounts receivable, less allowance for doubtful
      accounts (2001 - $3,446;  2000 - $2,119)                     185,475                174,297
  Inventories:
          Finished goods                                           128,075                 79,143
          Raw materials                                             23,431                 10,804
          Stores, supplies and other                                22,426                 17,471
                                                         ------------------     ------------------
                                                                   173,932                107,418
  Deferred income taxes and prepaid expenses                        18,137                 14,139
                                                         ------------------     ------------------
          Total current assets                                     411,766                315,154
                                                         ------------------     ------------------
Property, plant and equipment, at cost                           1,421,815              1,326,534
      Less accumulated depreciation and amortization               882,901                836,460
                                                         ------------------     ------------------
          Net property, plant and equipment                        538,914                490,074
Prepaid pension assets                                             124,869                111,537
Other assets and deferred charges                                   58,339                 42,583
Goodwill and other intangibles, net of amortization                 32,573                 22,455
                                                         ------------------     ------------------
Total assets                                             $       1,166,461      $         981,803
                                                         ==================     ==================


        See accompanying notes to the consolidated financial statements.

Page 4

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



                                                         September 30, 2001     December 31, 2000
                                                         ------------------     ------------------
                                                             (Unaudited)

               LIABILITIES AND SHAREHOLDERS EQUITY

Current liabilities:

                                                                          
  Accounts payable                                       $          68,839      $          72,296
  Long-term debt, current portion                                  171,596                    299
  Accrued expenses                                                  69,033                 56,932
  Dividends payable                                                  5,649                  5,956
  Income taxes payable                                              25,765                  6,633
                                                         ------------------     ------------------
          Total current liabilities                                340,882                142,116
                                                         ------------------     ------------------
Long-term debt                                                      12,367                 97,681
Other noncurrent liabilities                                       121,647                 83,496
Deferred income taxes                                               97,349                 99,603
Shareholders equity:
     Common stock, $.01 par value, issued and outstanding-
       45,758,467 in 2001 and 45,823,743 in 2000                       458                    458
     Additional paid-in capital                                     55,846                 57,223
     Accumulated other comprehensive (loss)                        (14,223)               (14,688)
     Retained earnings                                             552,135                515,914
                                                         ------------------     ------------------
          Total shareholders' equity                               594,216                558,907
                                                         ------------------     ------------------
Total liabilities and shareholders equity               $        1,166,461      $         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                       Nine Months Ended
                                                                September 30,                           September 30,
                                                    --------------------------------------   --------------------------------------
                                                           2001                2000                 2001                2000
                                                    ------------------  ------------------   ------------------  ------------------
                                                                                                     
Net sales                                           $         242,017   $         237,053    $         677,713   $         698,739
Cost of goods sold                                            185,336             168,214              512,841             489,292
                                                    ------------------  ------------------   ------------------  ------------------
   Gross profit                                                56,681              68,839              164,872             209,447
Selling, general and administrative
    expenses                                                   25,822              27,106               70,712              79,114
Research and development
    expenses                                                    5,603               6,989               16,813              19,456
Special item                                                     -                   -                    -                (15,900)
                                                    ------------------  ------------------   ------------------  ------------------
    Operating profit                                           25,256              34,744               77,347             126,777
Interest and financing expenses                                (2,013)             (1,551)              (4,168)             (4,542)
Other income, net                                                 975               1,164                3,793               2,500
                                                    ------------------  ------------------   ------------------  ------------------
Income before income taxes                                     24,218              34,357               76,972             124,735
Income taxes                                                    7,457              10,651               22,861              38,668
                                                    ------------------  ------------------   ------------------  ------------------
Net income                                          $          16,761   $          23,706    $          54,111   $          86,067
                                                    ==================  ==================   ==================  ==================
Basic earnings per share                            $            0.37   $            0.52    $            1.18   $            1.88
                                                    ==================  ==================   ==================  ==================
Diluted earnings per share                          $            0.36   $            0.51    $            1.16   $            1.85
                                                    ==================  ==================   ==================  ==================
Cash dividends declared per share of common stock   $            0.13   $            0.11    $            0.39   $            0.33
                                                    ==================  ==================   ==================  ==================


        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                       Nine Months Ended
                                                                September 30,                           September 30,
                                                    --------------------------------------   --------------------------------------
                                                           2001                2000                 2001                2000
                                                    ------------------  ------------------   ------------------  ------------------
                                                                                                     
Net income                                          $          16,761   $          23,706    $          54,111   $          86,067

Other comprehensive income (loss),
   net of tax:
   Unrealized gain (loss) on securities
      available for sale                                         (102)                193                 (341)                525
   Foreign currency translation
      adjustments                                               7,307              (4,484)                 806              (8,741)
                                                    ------------------  ------------------   ------------------  ------------------
Other comprehensive income (loss)                               7,205              (4,291)                 465              (8,216)
                                                    ------------------  ------------------   ------------------  ------------------
Comprehensive income                                $          23,966   $          19,415    $          54,576   $          77,851
                                                    ==================  ==================   ==================  ==================


        See accompanying notes to the consolidated financial statements.

Page 7

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



                                                                           Nine Months Ended
                                                                              September 30,
                                                                 -----------------------------------------
                                                                        2001                    2000
                                                                 ------------------     ------------------
                                                                                  
Cash and cash equivalents at beginning of year                   $          19,300      $          48,621
Cash flows from operating activities:
   Net income                                                               54,111                 86,067
   Adjustments to reconcile net income to cash flows from
   operating activities:
    Depreciation and amortization                                           55,461                 54,312
    Special item                                                                -                 (15,900)
    Working capital increase excluding cash and cash
     equivalents, net of effects of acquisition of businesses               (7,303)                (5,383)
   Other, net                                                                 (278)                 1,222
                                                                 ------------------     ------------------
Net cash provided from operating activities                                101,991                120,318
                                                                 ------------------     ------------------

Cash flows from investing activities:
   Acquisition of businesses, including expenses, net of
     $5,500 cash acquired                                                 (113,000)               (33,000)
   Capital expenditures                                                    (37,928)               (40,219)
   Investments in joint ventures and nonmarketable securities               (6,216)                (7,978)
   Other, net                                                                  767                  1,392
                                                                 ------------------     ------------------
Net cash used in investing activities                                     (156,377)               (79,805)
                                                                 ------------------     ------------------

Cash flows from financing activities:
   Proceeds from borrowings                                                122,850                 19,786
   Repayments of long-term debt                                            (36,211)               (67,400)
   Dividends paid                                                          (18,194)               (14,711)
   Purchases of common stock                                                (2,202)                (8,893)
   Proceeds from exercise of stock options                                     677                    863
                                                                 ------------------     ------------------
Net cash provided from (used in) financing activities                       66,920                (70,355)
                                                                 ------------------     ------------------
Net effect of foreign exchange on cash and cash equivalents                  2,388                     68
                                                                 ------------------     ------------------
Net increase (decrease) in cash and cash equivalents                        14,922                (29,774)
                                                                 ------------------     ------------------

Cash and cash equivalents at end of period                       $          34,222      $          18,847
                                                                 ==================     ==================


         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
    September  30, 2001,  and December 31,  2000,  the  consolidated  results of
    operations and  comprehensive  income for the three- and nine-month  periods
    ended  September 30, 2001, and 2000, and condensed  consolidated  cash flows
    for  the  nine-month  periods  ended  September  30,  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- and
    nine- month periods ended September 30, 2001, are not necessarily indicative
    of the results to be expected for the full year.

2.  Long-term debt consists of the following:

                                          September 30,           December 31,
                                              2001                   2000
                                       ------------------     ------------------
     Variable-rate bank loans          $         157,100      $          70,000
     Foreign borrowings                           14,832                 15,916
     Industrial revenue bonds                     11,000                 11,000
     Miscellaneous                                 1,031                  1,064
                                       ------------------     ------------------
         Total                                   183,963                 97,980
     Less amounts due within one year            171,596                    299
                                       ------------------     ------------------
         Long-term debt                $          12,367      $          97,681
                                       ==================     ==================


    The  Company's   Competitive   Advance  and  Revolving   Facility  Agreement
    ("Revolving   Credit   Agreement")   will  mature  on  September  29,  2002.
    Accordingly,   the  balance  outstanding  thereto  is  included  in  current
    liabilities. The Company anticipates entering into a new long-term agreement
    in the coming months.

3.  Cost of goods sold includes foreign exchange  transaction  gains (losses) of
    $976 and ($1,089),  and $390 and $209 for the three- and nine-month  periods
    ended September 30, 2001, and 2000, respectively.

4.  In April  2000,  the Company  made a change in  election  for certain of its
    pension annuity  contracts.  This election  resulted in the recognition of a
    one-time  noncash special  accounting  settlement  gain of $15,900  ($10,128
    after income  taxes),  or 22 cents per share on a fully  diluted  basis,  in
    accordance with Financial Accounting Standards Board `s ("FASB")


Page 9

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


    Statement  of Financial  Accounting  Standards  ("SFAS") No. 88  "Employer's
    Accounting for  Settlements  and  Curtailments  of Defined Pension Plans and
    Termination  Benefits."  The  special  item gain did not affect any  retiree
    benefits or benefit programs of the Company.

5.  Basic and diluted  earnings per share for the three- and nine-month  periods
    ended September 30, 2001, and 2000, are calculated as follows:



                                                             Three Months Ended                       Nine Months Ended
                                                                September 30,                           September 30,
                                                    --------------------------------------   --------------------------------------
                                                           2001                2000                 2001                2000
                                                    ------------------  ------------------   ------------------  ------------------
                                                                                                     
Basic earnings per share

Numerator:
    Income available to stockholders,
      as reported                                   $          16,761   $          23,706    $          54,111   $          86,067
                                                    ------------------  ------------------   ------------------  ------------------
Denominator:
    Average number of shares of
      common stock outstanding                                 45,870              45,816               45,860              45,898
                                                    ------------------  ------------------   ------------------  ------------------
Basic earnings per share                            $            0.37   $            0.52    $            1.18   $            1.88
                                                    ==================  ==================   ==================  ==================

Diluted earnings per share

Numerator:
    Income available to stockholders,
      as reported                                   $          16,761   $          23,706    $          54,111   $          86,067
                                                    ------------------  ------------------   ------------------  ------------------
Denominator:
    Average number of shares of
      common stock outstanding                                 45,870              45,816               45,860              45,898
    Shares issuable upon
      exercise of stock options                                   669                 868                  771                 712
                                                    ------------------  ------------------   ------------------  ------------------
           Total shares                                        46,539              46,684               46,631              46,610
                                                    ------------------  ------------------   ------------------  ------------------
 Diluted earnings per share                         $            0.36   $            0.51    $            1.16   $            1.85
                                                    ==================  ==================   ==================  ==================


Page 10

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


6.  The significant  differences  between the U.S. Federal  statutory income tax
    rate on pretax income and the  effective  income tax rate for the three- and
    nine-month  periods ended September 30, 2001 and 2000,  respectively  are as
    follows:



                                                                        % of Income Before Income Taxes
                                                    -------------------------------------------------------------------------------
                                                             Three Months Ended                       Nine Months Ended
                                                                September 30,                           September 30,
                                                    --------------------------------------   --------------------------------------
                                                           2001                2000                 2001                2000
                                                    ------------------  ------------------   ------------------  ------------------
                                                                                                            
Federal statutory rate                                     35.0%               35.0%                35.0%               35.0%
Foreign sales corporation benefit                          (0.2)               (6.0)                (1.8)               (2.7)
State taxes, net of federal tax benefit                     1.2                  --                  1.1                 0.5
Depletion                                                  (2.1)               (1.1)                (1.8)               (0.9)
Reversal of valuation allowance                              --                  --                 (1.4)                 --
Other                                                      (3.1)                3.1                 (1.4)               (0.9)
                                                    ------------------  ------------------   ------------------  ------------------
Effective income tax rate                                  30.8%               31.0%                29.7%               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 Business was sold.

7.  On May 31, 2001, the Company,  through its wholly owned subsidiary Albemarle
    Deutschland   GmbH,   completed  the   acquisition   of   Martinswerk   GmbH
    ("Martinswerk"),  including  manufacturing  facilities and  headquarters  in
    Bergheim,   Germany   and   Martinswerk's   50-percent   stake  in  Magnifin
    Magnesiaprodukte  GmbH,  which has  manufacturing  facilities  at St. Jakobs
    Breitenau,  Austria.  The  acquisition  was financed  through the  Company's
    existing Revolving Credit Agreement.  The acquisition has been accounted for
    by the purchase method of accounting, and accordingly, the operating results
    have been included in the Company's  consolidated results of operations from
    the  date of  acquisition.  The US GAAP  purchase  price  allocation,  which
    amounted to  approximately  $34,000 in cash plus expenses and the assumption
    of  approximately  $60,000 in current and long-term  liabilities,  have been
    recorded in the accompanying  financial statements at September 30, 2001, to
    the extent  possible  based upon the use of  certain  estimates.  The assets
    acquired and liabilities assumed have been based upon information  currently
    available and on current assumptions as to future operations. The Company is
    also completing the review and determination of the fair values of the other
    assets acquired and liabilities assumed.  Accordingly, the allocation of the
    purchase price is subject to revision, based upon the final determination of
    certain issues.  Martinswerk produces mineral-based flame retardants for the
    plastics and rubber markets,  brightening  pigments for  high-quality  paper
    applications and specialty aluminum oxides for polishing, catalyst and niche
    ceramic  applications.  Magnifin produces  high-purity  magnesium  hydroxide
    flame retardant  products used in applications  requiring higher  processing
    temperatures.

Page 11

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


    On July 1,  2001,  the  Company  acquired  the  custom  and  fine  chemicals
    businesses of ChemFirst Inc.  (NYSE:CEM) for approximately  $79,000 in cash,
    plus the assumption of certain current  liabilities and expenses  associated
    with the  acquisition.  The acquisition  was financed  through the Company's
    existing  Revolving Credit Agreement.  The Asset Purchase Agreement provides
    for additional  contingent payments to ChemFirst Inc. not expected to exceed
    $10,000.  The US GAAP purchase  price  allocation,  excluding the effects of
    additional contingent consideration,  has been included in the September 30,
    2001  financial  statements  based  upon the use of certain  estimates.  The
    assets acquired included working capital,  property, plant and equipment and
    certain intangibles, including goodwill and technical know how. The purchase
    price  allocation  will be finalized by December 31, 2001.  Albemarle's  new
    businesses focus on the manufacture of custom and proprietary fine chemicals
    and chemical services for the pharmaceutical  and life sciences  industries.
    They also include  additives for ultraviolet  light-cured  polymer coatings,
    which  should  broaden  the  portfolio  of  Albemarle's   polymer  chemicals
    business.  Included  is a  multi-functional  manufacturing  plant in Tyrone,
    Pennsylvania,  and a cGMP (current Good Manufacturing Practices) pilot plant
    in Dayton, Ohio.

    Pro forma  information  is presented as follows for the  nine-month  periods
    ended September 30, 2001 and 2000, respectively,  and the three-month period
    ended  September 30, 2000,  prior to the  finalization of the purchase price
    allocations,  as if Martinswerk GmbH and  Martinswerk's  50-percent stake in
    Magnifin Magnesiaprodukte GmbH, and the custom and fine chemicals businesses
    of  ChemFirst  Inc.,  which were  acquired on May 31, 2001 and July 1, 2001,
    respectively, had been acquired on January 1, 2000.





                                       Nine Months Ended        Nine Months Ended      Three Months Ended
                                       September 30, 2001      September 30, 2000      September 30, 2000
                                      ---------------------   ----------------------  ----------------------

                                                                             
     Net sales                        $            748,239    $             915,656   $             335,716
                                      =====================   ======================  ======================


     Net income                       $             56,513    $              96,090   $              28,815
                                      =====================   ======================  ======================

     Diluted earnings  per
       share                          $               1.21    $                2.06   $                0.62
                                      =====================   ======================  ======================



    The pro forma information  presented above includes adjustments for interest
    expense, depreciation,  amortization of intangibles as well as various other
    income statement accounts in order to properly present results of operations
    for the Company as if the acquisitions were made on January 1, 2000.


Page 12

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


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,  performance chemicals and fine chemistry
    services.  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 certain
    corporate-related items not allocated to the reportable segments.




                                                 Three Months Ended September 30,
                                    ----------------------------------------------------------
                                               2001                            2000
                                    ---------------------------     --------------------------
Summary of segment results            Net Sales       Income          Net Sales      Income
                                    ------------   ------------     ------------  ------------
                                                                      
Polymer Chemicals                   $   117,558    $    14,217      $   128,799   $    28,289
Fine Chemicals                          124,459         18,065          108,254        15,044
                                    ------------   ------------     ------------  ------------
   Segment totals                   $   242,017         32,282      $   237,053        43,333
Corporate and other expenses        ============        (7,026)     ============       (8,589)
                                                   ------------                   ------------
   Operating profit                                     25,256                         34,744
Interest and financing expenses                         (2,013)                        (1,551)
Other income, net                                          975                          1,164
                                                   ------------                   ------------
Income before income taxes                         $    24,218                    $    34,357
                                                   ============                   ============





                                               Nine Months Ended September 30,
                                    ----------------------------------------------------------
                                               2001                            2000
                                    ---------------------------     --------------------------
Summary of segment results            Net Sales       Income          Net Sales      Income
                                    ------------   ------------     ------------  ------------
                                                                      
Polymer Chemicals                   $   347,430    $    50,363      $   382,641   $    87,678
Fine Chemicals                          330,283         42,155          316,098        56,753
                                    ------------   ------------     ------------  ------------
   Segment totals                   $   677,713         92,518      $   698,739       144,431
Corporate and other expenses        ============       (15,171)     ============      (17,654)
                                                   ------------                   ------------
   Operating profit                                     77,347                        126,777
Interest and financing expenses                         (4,168)                        (4,542)
Other income, net                                        3,793                          2,500
                                                   ------------                   ------------
Income before income taxes                         $    76,972                    $   124,735
                                                   ============                   ============





Page 13

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


9.  On January 1, 2001,  the  Company  adopted  SFAS No.  133,  "Accounting  for
    Derivative  Instruments and Hedging  Activities."  The Company's  transition
    adjustment  did not have a  material  effect on the  financial  position  or
    results of operations  in 2001. In connection  with the adoption of SFAS 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.

    In July 2001, the FASB issued SFAS No. 141,  "Business  Combinations."  SFAS
    No. 141 requires  that the  purchase  method of  accounting  be used for all
    business combinations initiated after June 30, 2001 and establishes specific
    criteria for the recognition of intangible  assets separately from goodwill.
    This  Statement is not expected to have a material  impact on the  Company's
    financial statements.

    Also during July 2001,  the FASB  issued SFAS No. 142,  "Goodwill  and Other
    Intangible Assets." SFAS No. 142 eliminates the amortization of goodwill and
    instead  requires a periodic  review of any  goodwill  balance for  possible
    impairment.  SFAS No. 142 also  requires  that  goodwill be allocated at the
    reporting unit level.  The statement is effective for years  beginning after
    December 15, 2001. The Company will discontinue  amortization of goodwill as
    of January 1, 2002 for financial  reporting  purposes,  and will comply with
    periodic impairment test procedures.  This Statement is not expected to have
    a material impact on the Company's financial statements.

    In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for  Asset
    Retirement  Obligations," which addresses financial accounting and reporting
    for obligations associated with the retirement of tangible long-lived assets
    and related asset retirement  costs. SFAS No. 143 is effective for financial
    statements  with fiscal years  beginning after June 15, 2002. This Statement
    is not  expected  to  have a  material  impact  on the  Company's  financial
    statements.

    During  October  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
    Impairment  or Disposal of Long-Lived  Assets,"  which  addresses  financial
    accounting  and  reporting  for the  impairment  or disposal  of  long-lived
    assets.  This  statement  supersedes  SFAS  No.  121,  "Accounting  for  the
    Impairment of Long  Lived-Assets  to Be Disposed Of," and the accounting and
    reporting  provisions  of  Accounting   Principles  Board  Opinion  No.  30,
    "Reporting the Results of Operations, Reporting the Effects of Disposal of a
    Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
    Events and Transactions," for the disposal of a segment of a business.  This
    statement also amends  Accounting  Research  Bulletin No. 51,  "Consolidated
    Financial  Statements,"  to eliminate the exception to  consolidation  for a
    subsidiary  for which  control  is likely to be  temporary.  SFAS No. 144 is
    effective  for  financial  statements  with  fiscal  years  beginning  after
    December 15, 2001.  This Statement is not expected to have a material impact
    on the Company's financial statements.





Page 14




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

    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
    ---------------------
    Third Quarter 2001 Compared with Third Quarter 2000
    ---------------------------------------------------

    Net sales for third quarter 2001 amounted to $242.0 million, up 2.1% or $4.9
    million from third quarter 2000 net sales of $237.1 million primarily due to
    $45.8 million in net sales  resulting from the May 31, 2001,  acquisition of
    Martinswerk  GmbH and the July 1, 2001  acquisition  of the  custom and fine
    chemicals  businesses of ChemFirst Inc. offset,  in part, by lower shipments
    and prices in the Company's  zeolite  business and lower  shipments of flame
    retardants and catalysts and additives.

    The  gross  profit  margin  decreased  to 23.4% in 2001  from  29.0% for the
    corresponding  period in 2000.  Third quarter 2001 operating profit was down
    27.3% or $9.5 million from third quarter 2000 operating profit primarily due
    to lower shipments and the effects of lower  utilization of plant facilities
    in flame  retardants and lower shipments and lower selling prices in surface
    actives  (zeolites)  offset,  in part,  by improved  demand in the Company's
    pharmachemicals and agrichemicals business.

    Selling,  general and  administrative  expenses  ("SG&A")  and  research and
    development  expenses  ("R&D"),  decreased 7.8% or $2.7 million in the third
    quarter of 2001 versus third  quarter 2000  primarily  due to lower  outside
    consulting  expenses and additional  cost reduction  efforts  throughout the
    Company in 2001 offset, in part, by higher SG&A and R&D costs related to the
    acquisitions  in 2001.  As a percentage of net sales,  selling,  general and
    administrative  expenses,  including research and development expenses, were
    13.0% in 2001 versus 14.4% in the 2000 quarter.



Page 15


    Operating Segments
    ------------------
    Net sales by  reportable  business  operating  segment for the third quarter
    periods ended September 30, 2001 and 2000 are as follows:


                                                       Net Sales
                                                       ---------
                                                     (In Thousands)

                                                   2001          2000
                                                ----------    ----------
    Polymer Chemicals                            $117,558      $128,799
    Fine Chemicals                                124,459       108,254
                                                ----------    ----------
    Segment totals                               $242,017      $237,053
                                                ==========    ===========

    Polymer Chemicals' net sales for third quarter 2001 decreased 8.7%, or $11.2
    million, from third quarter 2000 net sales,  primarily due to $24.4 in lower
    shipments and pricing of flame  retardants  and $4.8 in lower  shipments and
    pricing of catalysts  and additives  offset,  in part, by net sales of $17.5
    million, resulting from the May 31, 2001, acquisition of Martinswerk GmbH.

    Fine  Chemicals' net sales for third quarter 2001  increased  15.0% or $16.2
    million from third quarter 2000  primarily due to net sales of $28.2 million
    resulting from the May 31, 2001,  acquisition  of  Martinswerk  GmbH and the
    July 1, 2001, acquisition  of the custom and fine  chemicals  businesses  of
    ChemFirst  Inc. and $3.6 million in increased  shipments in  pharmachemicals
    primarily  offset by lower  shipments  and  unfavorable  pricing  in surface
    actives (zeolites) and $5.3 million in lower shipments in agrichemicals.

    Operating  profit by  reportable  business  operating  segment for the third
    quarter periods ended September 30, 2001, and 2000 are as follows:


                                                    Operating Profit
                                                    ----------------
                                                     (In Thousands)

                                                   2001          2000
                                                ----------    ----------
    Polymer Chemicals                             $14,217       $28,289
    Fine Chemicals                                 18,065        15,044
                                                ----------    ----------
    Segment totals                                 32,282        43,333
    Corporate and other expenses                   (7,026)       (8,589)
                                                ----------    ----------
    Operating profit                              $25,256       $34,744
                                                ==========    ==========

    Polymer  Chemicals'  third  quarter 2001 segment  operating  profit was down
    49.7% or $14.1  million  from  third  quarter  2000  primarily  due to $13.8
    million in decreased shipments and the effects of lower utilization of plant
    facilities in flame retardants.

    Fine Chemicals' third quarter 2001 segment  operating profit increased 20.1%
    or $3.0 million from third  quarter  2000  primarily  due to $6.2 million in
    improved  performance in  agrichemicals  and  pharmachemicals  and favorable
    costs in bromine and  derivatives  partially  offset by lower  shipments and
    lower sales pricing in surface actives (zeolites).

    Corporate  and other  expenses for the third quarter of 2001 were down 18.2%
    percent or $1.6  million  from third  quarter  2000  primarily  due to lower
    outside consulting expenses, lower employee related costs and cost reduction
    efforts.


Page 16

    Interest and Financing Expenses
    -------------------------------
    Interest and  financing  expenses  for third  quarter  2001  increased  $0.5
    million  from $1.6  million  in third  quarter  2000 due to  higher  average
    outstanding  debt related to the  acquisition of Martinswerk  and the custom
    and fine chemicals businesses of ChemFirst Inc. in 2001.

    Other Income, Net
    -----------------
    Other income, net for the third quarter 2001 amounted to $1.0 million,  down
    $0.2 million from the corresponding period in 2000.

    Income Taxes
    ------------
    Income taxes for third  quarter 2001 were lower  compared to the same period
    in 2000  primarily  due to lower  income  before  taxes in 2001.  The  third
    quarter 2001 effective  income tax rate was 30.8%,  down from 31.0% in third
    quarter 2000.


    Results of Operations
    ---------------------
    Nine Months 2001 Compared with Nine Months 2000
    -----------------------------------------------

    Net sales for the first nine months of 2001 amounted to $677.7 million, down
    3.0% or $21.0  million  from the  corresponding  period of 2000 net sales of
    $698.7 million  primarily due to $35.8 million in lower  shipments and lower
    pricing of flame retardants,  lower shipments and unfavorable pricing in the
    Company's  zeolite  business,  $20.1 million in lower shipments of catalysts
    and additives,  and the net effects of foreign  exchange in the European and
    Asia  Pacific  regions,  partially  offset  by net  sales of  $55.2  million
    resulting from the May 31, 2001,  acquisition  of  Martinswerk  GmbH and the
    July 1, 2001,  acquisition  of the custom and fine  chemicals  businesses of
    ChemFirst Inc. and $4.6 million in higher shipments in oil field chemicals.

    The gross profit margin  decreased to 24.3% in the first nine months of 2001
    from 30.0% for the  corresponding  period in 2000.  The first nine months of
    2001 operating  profit was down 39.0% or $49.4 million from the 2000 period,
    which included a one-time special SFAS No. 88 noncash accounting  settlement
    gain of $15.9  million  resulting  from an  election  made to close  certain
    pension  contracts in the Company's  pension  plans.  Excluding the one-time
    special noncash accounting settlement gain in 2000, operating profit for the
    first  nine  months  of 2001 was  down  30.2% or  $33.5  million  from  2000
    primarily due to lower  shipments in flame  retardants,  lower shipments and
    lower  sales  pricing in surface  actives  (zeolites),  lower  shipments  of
    catalysts and  additives,  higher  overall raw material and energy costs and
    the unfavorable net effects of foreign exchange.  Results for the first nine
    months of 2001 reflect improved  performance in the Company's  agrichemicals
    and pharmachemicals businesses and the benefit of cost reduction efforts.

    Selling,  general and  administrative  expenses and research and development
    expenses,  decreased 11.2% or $11.0 million in the first nine months of 2001
    versus the 2000 period  primarily due to lower employee  related costs,  the
    benefit of cost  reduction  efforts and the  reduction in focus of corporate
    research  and  development  efforts,  offset,  in  part,  by a $4.0  million
    increase in  recurring  selling,  general and  administrative  expenses  and
    research and development  expenses  associated with the acquisitions  during
    2001.  As a percentage  of net sales,  selling,  general and  administrative
    expenses,  including  research and development  expenses,  were 12.9% in the
    first nine months 2001 versus 14.1% in the corresponding period of 2000.

Page 17

    Operating Segments
    ------------------
    Net sales by  reportable  business  operating  segment  for the  nine-months
    periods ended September 30, 2001 and 2000 are as follows:


                                                       Net Sales
                                                       ---------
                                                     (In Thousands)

                                                   2001          2000
                                                ----------    ----------
    Polymer Chemicals                            $347,430      $382,641
    Fine Chemicals                                330,283       316,098
                                                ----------    ----------
    Segment totals                               $677,713      $698,739
                                                ==========    ==========

    Polymer  Chemicals'  net sales for the first nine  months of 2001  decreased
    9.2% or $35.2 million from the corresponding period in 2000 primarily due to
    $35.8 million in lower shipments and pricing in flame retardants,  and $20.1
    million in  catalysts  and  additives  and the  unfavorable  net  effects of
    foreign exchange offset,  in part, by net sales of $23.5 million,  resulting
    from the May 31, 2001, acquisition of Martinswerk GmbH.

    Fine  Chemicals'  net sales for the first nine months of 2001 increased 4.5%
    or $14.2 million from the corresponding  period in 2000 primarily due to net
    sales of $31.7  million  resulting  from the May 31,  2001,  acquisition  of
    Martinswerk GmbH and $4.6 million in higher shipments of oil field chemicals
    offset,  in part,  by lower  shipments  and  unfavorable  pricing in surface
    actives (zeolites).

    Operating  profit  by  reportable   business   operating   segment  for  the
    nine-months periods ended September 30, 2001, and 2000 are as follows:


                                                    Operating Profit
                                                    ----------------
                                                     (In Thousands)

                                                   2001          2000
                                                ----------    ----------
    Polymer Chemicals                             $50,363       $87,678
    Fine Chemicals                                 42,155        56,753
                                                ----------    ----------
    Segment totals                                 92,518       144,431
    Corporate and other expenses                  (15,171)      (17,654)
                                                ----------    ----------
    Operating profit                              $77,347      $126,777
                                                ==========    ==========

    Polymer  Chemicals'  first nine months of 2001 segment  operating profit was
    down 42.6% or $37.3 million from the corresponding  period in 2000 primarily
    due to lower shipments and pricing in flame  retardants,  lower shipments in
    catalysts  and  additives,  higher raw  material  and  energy  costs and the
    unfavorable  net effects of foreign  exchange in the 2001 period  versus the
    2000 period.  Polymer Chemicals' segment operating profit for the first nine
    months  of 2000  included  an  allocation  of $6.0  million  related  to the
    one-time special SFAS No. 88 settlement gain. Excluding the one-time gain in
    2000,  Polymer Chemicals' segment operating profit for the first nine months
    of 2001 was down 38.3% or $31.3  million  from the  corresponding  period in
    2000.


Page 18

    Fine Chemicals' first nine months of 2001 segment operating profit decreased
    25.7% or $14.6 million from the  corresponding  period in 2000 primarily due
    to lower  shipments  and lower  pricing in surface  actives  (zeolites)  and
    higher  raw  material  and  energy  costs   partially   offset  by  improved
    performance  in  the  agrichemicals  and  pharmachemicals  businesses.  Fine
    Chemicals'  segment  operating  profit  for the  first  nine  months of 2000
    included an allocation of $6.2 million related to the one-time  special SFAS
    No. 88 settlement gain. Excluding the one-time gain in 2000, Fine Chemicals'
    segment operating profit for the first nine months of 2001 was down 16.6% or
    $8.4 million from the corresponding period in 2000.

    Excluding  the  allocation of $3.7 million  related to the one-time  special
    SFAS No. 88 settlement gain in the first nine months of 2000,  corporate and
    other  expenses for the first nine months of 2001 were down 29.0% percent or
    $6.2 million from the  corresponding  period of 2000  primarily due to lower
    employee related costs and the benefit of cost reduction efforts.

    Interest and Financing Expenses
    -------------------------------
    Interest and financing  expenses for the first nine months of 2001 decreased
    $0.4 million from $4.5 million in the corresponding period of 2000 primarily
    due to a lower average interest rate in the 2001 period.

    Other Income, Net
    -----------------
    Other  income,  net for the  first  nine  months  of 2001  amounted  to $3.8
    million, up $1.3 million from the corresponding period in 2000.

    Income Taxes
    ------------
    Income  taxes for the first nine  months of 2001 were lower  compared to the
    same period in 2000 due to lower  income  before  taxes and the  reversal in
    2001 of a  deferred  tax  valuation  allowance  associated  with  one of the
    Company's foreign subsidiaries.  The effective income tax rate for the first
    nine months of 2001 was 29.7%, down from 31.0% in the  corresponding  period
    of 2000.

    Financial Condition and Liquidity
    ---------------------------------
    Cash and cash  equivalents  at  September  30,  2001,  were  $34.2  million,
    representing  an increase of $14.9  million  from $19.3  million at year-end
    2000.

    Cash flows provided from operating  activities of $102.0  million,  together
    with  $122.9  million  of  proceeds  from   borrowings  from  the  Company's
    Competitive  Advance and Revolving  Facility  Agreement  ("Revolving  Credit
    Agreement")  were  used  primarily  to  cover  the   acquisitions,   capital
    expenditures,  repayment  of  debt,  payment  of  dividends  and  additional
    investments in the Company's joint ventures.  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) from
    December 31, 2000,  was primarily due to net 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 $12.4
    million at September 30, 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 23.6% at September 30, 2001. The Company
    is guarantor of $7.3 million of long-term  debt, in the form of commitments,
    on behalf of its  50-percent  owned joint venture  company,  Jordan  Bromine
    Company Limited. The Company's long-term debt, including the guarantee, as a
    percent of total capitalization amounted to 24.3% at September 30, 2001.


Page 19

    The Company's  Revolving Credit Agreement will mature on September 29, 2002.
    Accordingly,  the  balance  outstanding  thereunder  is  included in current
    liabilities. The Company anticipates entering into a new long-term agreement
    in the coming months.

    The  Company's  capital  expenditures  in the first nine months of 2001 were
    slightly  lower  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 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,  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.


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

    Outlook

    In  Polymer  Chemicals,  our  outlook  for  the  next  several  quarters  is
    essentially more of the same. In flame retardants, we are likely to see some
    price pressure the longer the slowdown in the electronics  market continues,
    but we are  hoping  will  begin to see some  rebound  in volumes by mid next
    year.  In our catalysts  and  additives  business,  we expect end markets to
    remain  flat and to  continue  as such  into  next  year or  until  consumer
    confidence returns.

    In Fine Chemicals, our outlook is for the third quarter momentum to continue
    into the fourth quarter,  especially in  agrichemicals  and  pharmachemicals
    where  target  markets  and  key  customers'  businesses  appear  reasonably
    healthy. In order for this to happen,  however, our plants must perform with
    lower unit costs and we must manage  inventory  levels.  We will continue to
    focus on building our new products pipeline and expanding our global reach.

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

  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.


Page 20

Part II - OTHER INFORMATION

  ITEM 1.  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 that are 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 6.  Exhibits and Reports on Form 8-K
           --------------------------------

           (a)  Exhibits

                 The following document is filed as an exhibit to this Form
                 10-Q pursuant to Item 601 of Regulation S-K:

                 99.   List of Albemarle Corporation Officers (filed herewith).

           (b)  The report on Form 8-K filed July 10, 2001,  related to the July
                1, 2001,  completion of the  acquisition  of the custom and fine
                chemicals businesses of ChemFirst Inc. is incorporated herein by
                reference.



Page 21

                                   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:  November 13, 2001                     By:  s/ Robert G. Kirchhoefer
                                                  -----------------------------
                                                  Robert G. Kirchhoefer
                                                  Treasurer and
                                                    Chief Accounting Officer
                                                  (Principal Accounting Officer)








Page 22

                                  EXHIBIT INDEX
                                  -------------




EXHIBIT
-------

99.     List of Albemarle Corporation Officers