8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 1, 2006 (August 31, 2006)

ALBEMARLE CORPORATION

(Exact name of Registrant as specified in charter)

Virginia	1-12658	54-1692118
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

330 South Fourth Street, Richmond, Virginia	23219
(Address of principal executive offices)	(Zip code)

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

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On August 31, 2006, Albemarle Corporation (the “Company”) and Albemarle Overseas Development Corporation, a wholly owned subsidiary of the Company (“AODC” and, together with AODC, the “Sellers”), entered into a Share Purchase Agreement, dated August 31, 2006 (the “Agreement”), pursuant to which the Sellers transferred all of the capital stock of Albemarle France SAS (“ASAS”) to International Chemical Investors S.A. (“ICIG”) for nominal consideration (the “Transaction”). ASAS owns all of the capital stock of Albemarle PPC SAS, which is the operator of a chemical facility in Thann, France.

The Agreement contains certain limited representations, warranties and agreements of the Sellers and ICIG.

A copy of the Agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the third quarter ended September 30, 2006.

Section 2 — Financial Information

Item 2.05. Costs Associated with Exit or Disposal Activities.

As a result of the Transaction described in Item 1.01 of this Current Report on Form 8-K, the Company expects to record a pre-tax charge of approximately $90 to $95 million in the third quarter of 2006, approximately $65 to $70 million of which constitutes the write-down of net assets. The Transaction includes the transfer of all related assets and liabilities of ASAS and APPC and requires future payments by the Company during the period March 2007 through February 2008 provided ICIG continues to operate the facility in Thann, France. The Company expects to incur net cash outlays from the Transaction of approximately $10 to $15 million. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Section 8 — Other Events

Item 8.01. Other Events.

On August 31, 2006, the Company issued a press release announcing that it had completed the sale of all of the stock of ASAS to ICIG. A copy of the press release issued by the Company on August 31, 2006 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press release, dated August 31, 2006, issued by the Company.

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SIGNATURE

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 hereunto duly authorized.

Date: September 1, 2006

ALBEMARLE CORPORATION
By:	/s/ Luther C. Kissam, IV
	Luther C. Kissam, IV
	Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press release, dated August 31, 2006, issued by the Company.

EX-99.1

Exhibit 99.1

Albemarle Divests Thann Facility to International Chemical Investors

RICHMOND, Virginia—August 31, 2006—Albemarle Corporation (NYSE: ALB) and International Chemical Investors S.A. (ICIG) have completed the transfer of ownership of Albemarle’s manufacturing facility in Thann, France to ICIG. Under the terms of the agreement, Albemarle has transferred to ICIG 100 percent of the stock of Albemarle France S.A.S. and its subsidiary Albemarle PPC S.A.S., the owner of the facility, together with all related assets and liabilities. At closing, Albemarle PPC changed its name to Potasse et Produits Chimiques S.A.S. (PPC).

PPC is a producer and marketer of potassium, chlorine and other fine chemical products, with approximately 265 employees and 2005 revenues of approximately €110 million.

As part of the transaction, PPC will become the exclusive marketer for Europe of potassium hydroxide products produced by Albemarle’s joint venture in Jordan, and will manufacture certain bromine fine chemical products for Albemarle at the Thann site.

All marketing activities of PPC will be conducted by a newly formed Belgian subsidiary named PPC International S.P.R.L. Alex Smit, who was responsible for the PPC businesses, in addition to other senior functions at Albemarle Europe, has been named Managing Director of all PPC companies.

“We are very pleased that we were able to complete this transaction in a timely fashion. This is a positive step for Thann and for Albemarle’s fine chemicals business,” said John Nicols, Albemarle Vice President, Fine Chemicals.

Albemarle expects to take a pre-tax charge of approximately $90 to $95 million related to this transaction in the third quarter of the current fiscal year. Albemarle’s previously announced consultation process with the works council at Thann to potentially cease operations at this site has been cancelled.

Albemarle Corporation, headquartered in Richmond, Virginia, is a leading global developer, manufacturer and marketer of highly engineered specialty chemicals for consumer electronics; petroleum and petrochemical processing; transportation and industrial products; pharmaceuticals; agricultural products; and construction and packaging materials. The Company operates in three business segments, Polymer Additives, Catalysts and Fine Chemicals, and serves customers in approximately 100 countries. Learn more about Albemarle at www.albemarle.com.

Albemarle Corporation

P.O. Box 1335

Richmond, Virginia, USA

Tel: +1 804 788 6000

International Chemical Investors is an investment group focusing on mid-sized chemical businesses, preferably subsidiaries of large corporations, which are considered non-core, with leading positions in niche markets, operating in competitive environments. Last year International Chemical Investors acquired six separate businesses from the German RAG Group division RÜTGERS AG in addition to ENKA, a former subsidiary of Acordis. Learn more about International Chemical Investors (www.ic-investors.com)

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For more information:

Contact: Stéphane Leclef, +32 475 63 02 27, stephane_leclef@albemarle.com, or René Milligan, +1-225-388-7106, rene_milligan@albemarle.com, both of Albemarle Corporation.

Contact: Dr. Achim Riemann, +49 69 506 999-0, achim.riemann@ic-investors.com; Patrick Schnitzer, +49 69 506 999-0, patrick.schnitzer@ic-investors.com, both of International Chemical Investors.

Some of the information presented in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe our expectations as reflected are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially. Factors that could cause actual results to differ from expectations include, without limitation: the determination of the final book value of the net assets transferred and foreign exchange rates. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2005 and in our other public filings with the Securities and Exchange Commission. Readers are urged to review and consider carefully the disclosures we make in our filings with the Securities and Exchange Commission.

Albemarle Corporation

P.O. Box 1335

Richmond, Virginia, USA

Tel: +1 804 788 6000