FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * KISSAM LUTHER C IV   2. Issuer Name and Ticker or Trading Symbol ALBEMARLE CORP [ALB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) ALBEMARLE CORPORATION, 451 FLORIDA STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/22/2013 (Street) BATON ROUGE, LA 70801 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               3,555 (1) I Albemarle Savings Plan Common Stock 02/22/2013   M   19,000 A $ 0 (2) 163,508 D   Common Stock 02/22/2013   F   8,883 (3) D $ 65 154,625 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Unit

(4)

02/22/2013

A

38,000

(5)

(6)

Common Stock

38,000

$ 0 (2)

38,000

D

Performance Unit

(4)

02/22/2013

M

19,000

(5)

(6)

Common Stock

19,000

$ 0 (2)

19,000

D

Non-Qualified Stock Option

$ 65

02/22/2013

A

82,390

(7)

02/21/2023

Common Stock

82,390

$ 0 (2)

82,390

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KISSAM LUTHER C IV ALBEMARLE CORPORATION 451 FLORIDA STREET BATON ROUGE, LA 70801	X		CEO

Signatures

/s/ Karen G. Narwold, Attorney-in-fact		02/26/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Portion of share increase due to periodic purchases by Albemarle Savings Plan trustee.
(2)	Transaction has no purchase or share price.
(3)	Performance Units vested on 2/22/2013. Shares withheld to meet tax liabilities associated with such vested shares.
(4)	Each Performance Unit converts to 1 share of Common Stock.
(5)	Performance Units issued on 1/31/2011 subject to achievement of performance objectives. Performance Units granted by Compensation Committee upon achievement of performance objectives. Performance Units vest over a 2 year period. 50% vested on 2/22/2013 and 50% will vest on 1/1/2014.
(6)	No expiration date.
(7)	Stock Options vest in three equal installments over 3 years: 2/22/2016, 2/22/2017, and 2/22/2018.

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