Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 14, 2009, the Board of Directors of Albemarle Corporation (the "Company") elected Barry W. Perry to serve as a Director of the Company, effective as of January 1, 2010. The Board of Directors did not appoint Mr. Perry to serve on any board committees at the time of Mr. Perry's election. The Company will provide information regarding any committee appointments, if any, within four business days after the information is determined or becomes available. Mr. Perry will be eligible to participate in the Company's compensation arrangements for non-employee directors, as described in the Company's 2009 annual proxy statement. The press release announcing Mr. Perry's appointment as a Director of the Company was issued on October 20, 2009, by the Company and is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 14, 2009, the Board of Directors of the Company approved amendments to Article II of the Company's Amended and Restated Bylaws to increase the size of the Board of Directors to 10 directors, effective as of January 1, 2010. The Company's Amended and Restated Bylaws are attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.2 Amended and Restated Bylaws of the Company, effective as of January 1, 2010

99.1 Press release, dated October 20, 2009, issued by the Company

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