SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Juneau Matthew

(Last)

(First)

(Middle)

ALBEMARLE CORPORATION

451 FLORIDA STREET

(Street)

BATON ROUGE

70801

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2009

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Global Sales and Services

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/15/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,428	I	Albemarle Savings Plan
Common Stock⁽⁴⁾	4,662	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock	⁽¹⁾	⁽²⁾	Common Stock	36	⁽³⁾	D
Non-Qualified Stock Option (Right to Buy)⁽⁴⁾	04/12/2012	04/01/2019	Common Stock	40,000	$0	D

Explanation of Responses:

1. Phantom Shares represent supplemental Savings Plan match.

2. No expiration date.

3. Each share of phantom stock is the economic equivalent of one share of Albemarle Corporation common stock.

4. Amended Form 3 to add shares omitted from original Form 3.

Remarks:

	Nicole C. Daniel, Assistant General Counsel	07/23/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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