UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D. C. 20549

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FORM 10-K/A

|ý                                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934   
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2004                  
|OR                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|For the Transition Period
From                             to

Commission file number 1-6450

GREAT LAKES CHEMICAL CORPORATION(Exact name of registrant as specified in its charter)

|DELAWARE                                                                                                           |  | 95-1765035                                    
|------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------
|(State or other jurisdiction of
incorporation or organization)                                                     |  | (IRS Employer
Identification No.)             
|9025 NORTH RIVER ROAD, SUITE 400
INDIANAPOLIS, INDIANA 46240(Address of principal executive offices)    (Zip Code)
|Registrant's telephone number, including area code317-715-3000                                                    
|Securities registered pursuant to Section 12(b) of the Act:                                                       
|                                                                                                                   |  |                                               
|
|Common stock, $1.00 par value                                                                                      |  | New York Stock Exchange
Pacific Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act: None

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, and (2) has been subject to the filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

As of June 30, 2004, the aggregate market value of the voting stock held by non-affiliates of the registrant was $1,323,833,401 based on the
last reported sales price on the New York Stock Exchange.

As
of February 23, 2005, 51,436,147 shares of the registrant's stock were outstanding.



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Explanatory Note

Great Lakes Chemical Corporation has entered into an Agreement and Plan of Merger dated as of March 8, 2005, with Crompton Corporation pursuant to which a
wholly owned subsidiary of Crompton will merge with and into the Company. Because of the proposed merger, the Company does not intend to hold an annual meeting of stockholders in the event that the
merger is completed. As a result, this amendment to the Great Lakes Chemical Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2004 is being filed
to (i) add information required by Part III of Form 10-K, which was cross-referenced to the Company's 2005 Proxy Statement for the Annual Meeting of Stockholders in
the Form 10-K originally filed on March 4, 2005; and (ii) add two exhibits for which the Company has withdrawn a request filed with the Securities and Exchange
Commission for confidential treatment of portions of such documents.

This
amendment does not amend or update any other information set forth in the original Annual Report on Form 10-K for the fiscal year ended December 31, 2004
previously filed on March 4, 2005.

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PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Great Lakes Chemical Corporation's annual meeting of shareholders for 2005 has been postponed due to the pending merger with Crompton Corporation. If the merger
remains unconsummated into late 2005, an annual shareholders meeting will be scheduled at a later date. As used in this report, except where otherwise stated or indicated by the context, "Great Lakes"
or "the Company" means Great Lakes Chemical Corporation and its consolidated subsidiaries.

Directors

The following persons currently serve as directors of the Company:

Nigel D. T. AndrewsDirector since 2000

Mr. Andrews, 57, was named non-executive Chairman of the Board of Directors of the Company in November 2004. He is a venture partner of
Internet Capital Group. Mr. Andrews was managing director of Internet Capital Group from 2000 to 2001. He served as executive vice president of GE Capital from 1993 to 2000, and prior to that,
as vice president and general manager of GE Plastics-Americas. During Mr. Andrews's 13-year career with GE, he also served as vice president for corporate business development
reporting to the chairman. Before joining GE, Mr. Andrews was a partner at Booz-Allen & Hamilton. Mr. Andrews is a director of Old Mutual plc, a trustee of Victory
Funds, and a governor of the London Business School.

James W. CrownoverDirector since 2000

Mr. Crownover, 61, retired in 1998 as a director of the global management consulting firm of McKinsey & Company. During his 30-year
career with McKinsey, Mr. Crownover served as managing director and head of its southwest practice, a member of its board of directors, and head of its North American energy practice. He
currently serves as a director of Unocal Corp., Weingarten Realty Investors and Allied Waste Industries, Inc. Mr. Crownover serves as a trustee of Rice University and St. John's School,
and as a director of the Houston Grand Opera, Project Grad, and the United Way of Texas Gulf Coast.

Thomas M. FultonDirector since 1995

Mr. Fulton, 71, retired in 1998 as president and chief executive officer of Landauer, Inc., a provider of radiation monitoring services. Prior to
joining Landauer in 1978, his career included various management positions at Union Carbide Corporation, BASF Corporation and ICN Pharmaceuticals, Inc. Mr. Fulton is a recently retired
director of Landauer, Inc., and he was previously a director of Octel Corp. Mr. Fulton serves on the boards of the Advocate South Suburban Hospital, and the Eastside Renewal Foundation.
He also serves as a life trustee of the Chicago Theological Seminary.

Martin M. HaleDirector since 1979

Mr. Hale, 64, served as nonexecutive chairman of the Board from 1995 until May 2000. From 2000 to 2002, he served as the executive vice president of
Hellman, Jordan Management Co., Inc., a registered investment advisor specializing in asset management, a position he also held from 1983 until

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December 31,
1999. Prior to 1983, Mr. Hale was president and chief executive officer of Marsh & McClennan Asset Management Company. He currently serves as a director of Octel
Corp. and previously served as a director of OSCA, Inc. Mr. Hale is a trustee of the Museum of Fine Arts, Boston.

Louis E. LataifDirector since 1995

Mr. Lataif, 66, is dean of the School of Management at Boston University, a position he assumed in 1991 after a distinguished 27-year career
with Ford Motor Corporation. At Ford, Mr. Lataif held positions that included corporate vice president and general manager of the Ford Division, corporate vice president of North American Sales
Operations and president of Ford of Europe. Mr. Lataif also serves on the boards of Sanyo Electric Co., Inc., Intier Automotive, Interaudi Bank (formerly Bank Audi, U.S.A.), Group 1
Automotive, Magna Entertainment Corporation, and the Iacocca Foundation.

John C. LechleiterDirector since 1999

Dr. Lechleiter, 51, is executive vice president, pharmaceutical operations at Indianapolis-based Eli Lilly and Company, which is principally engaged in the
discovery, development, manufacture and sale of prescription pharmaceuticals. Since joining Eli Lilly in 1979, Dr. Lechleiter has held various positions of increasing responsibility including
director, pharmaceutical product development in the United Kingdom; executive director, pharmaceutical product development for Lilly Research Laboratories; vice president, development and regulatory
affairs; senior vice president, pharmaceutical products; and executive vice president, pharmaceutical products and corporate development. Dr. Lechleiter is a member of the American Chemical
Society. Dr. Lechleiter serves as a distinguished advisor of the Children's Museum of Indianapolis and as the chair of the Board of Corporate Advisors of the American Diabetes Association. He
also serves on the Board of Trustees of Xavier University (Cincinnati, OH).

Mack G. NicholsDirector since 1998

Mr. Nichols, 66, retired in 1998 as president, chief operating officer and director of Mallinckrodt Inc., a diversified chemical and healthcare
company. He has served as a director of OSCA, Inc., A. P. Green Industries, Inc., the National Association of Manufacturers and the Chemical Manufacturers Association (now known as the
American Chemistry Council). Mr. Nichols currently serves as a board member for Habitat for Humanity of Eagle and Lake Counties, Colorado. Mr. Nichols has also served as chairman of the
Metropolitan St. Louis YMCA, as a board member for the Saint Louis Art Museum and as a member of the Chancellor's Council for the University of Missouri-St. Louis.

Jay D. ProopsDirector since 1996

Mr. Proops, 63, is the retired co-founder and former vice chairman of the Vigoro Corporation, a leading North American manufacturer and
distributor of fertilizers and related products. During his career with Vigoro, Mr. Proops served as its vice chairman, president, and chief financial officer and as a director. Prior to
founding Vigoro, Mr. Proops held a number of senior management positions with Emerson Electric Corporation and Esmark, Inc. Mr. Proops currently serves as a director of AMCOL
International Corp. He serves as a member of the board of trustees of the Allendale Association; as Chairman of the Board and director of the Lincoln Park Zoological Society; and the Montana Land
Reliance.

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Mark
P. Bulriss, who served as a director since 1998, and as Chairman since May 2000, resigned from the Board of Directors on November 5, 2004.

The
Board of Directors is responsible for the oversight of the Company. The Board adopted a governance guideline statement, which is available from the "Investors" section of the
Company's web site atwww.greatlakes.com. A copy of the governance guidelines statement is also available without charge upon request to the secretary
of the Company at its offices in Indianapolis, Indiana. The Board has determined that each of the directors has no material relationship with the Company and is independent within the meaning of the
New York Stock Exchange's director independence standards and the Company's director independence standards as described in the governance guidelines statement.

Independent
directors meet on a regular basis apart from other board members and management representatives. Until December, 2004, James W. Crownover served as presiding independent
director and was responsible for setting the agenda and chairing these meetings. The position of presiding independent director was eliminated in December 2004 due to the appointment of
Mr. Andrews as non-executive chairman of the Board. Since that time, Mr. Andrews is responsible for setting the agenda and chairing meetings of the independent directors. Any
interested party who desires to make any concerns known to the chairman or to the directors as a group may do so in writing in care of the secretary of the Company, who will forward the communication
to the non-executive chairman without review by management, if so requested by the interested party.

Pursuant
to the By-Laws, the Board has established the Audit Committee as one of five standing committees of the Board. The members of the Audit Committee are Louis E.
Lataif, Chairman, Martin M. Hale, John C. Lechleiter and Jay D. Proops.

The
Board has determined that each member of the Audit Committee is independent in accordance with the requirements of the New York Stock Exchange and each is financially literate and
experienced in financial matters. Further, the Board has determined that each of the following members of the Audit Committee is an "audit committee financial expert" for purposes of the
Sarbanes-Oxley Act: Jay D. Proops, Martin M. Hale and Louis E. Lataif. The Board based its determination in part upon the following: Mr. Proops' experience as the chief financial officer of a
publicly-held corporation; Mr. Hale's experience as the executive vice president of a registered investment advisor specializing in asset management; and Mr. Lataif's
relevant experience as the former president of Ford of Europe, as the dean of a prominent business school and as a member of the audit committees of two other publicly-held corporations.

The
charters for the Audit Committee, Compensation and Incentive Committee and Governance and Nominating Committee, respectively, are available from the "Investors" section of the
Company's web site at www.greatlakes.com and are available without charge upon request to the secretary of the Company at its offices in Indianapolis, Indiana.

There
have been no material changes to the procedures by which shareholders may recommend nominees to the Company's Board of Directors subsequent to the disclosure of such procedures
incorporated in the Company's previous annual report.

The
Company's 2004 Annual CEO Certification was filed with the New York Stock Exchange on May 19, 2004, as required by the NYSE's Corporate Governance listing standards.

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Officers

The executive officers of the Company are as follows:

John J. Gallagher, III
Chief Executive OfficerOfficer since 2001

Mr. Gallagher, 41, joined Great Lakes in May 2001 as senior vice president and chief financial officer. In July 2003, he assumed additional
responsibilities of global supply chain. He assumed his current position as chief executive officer in November 2004. Prior to joining Great Lakes, Mr. Gallagher was vice president and
chief financial officer at UOP LLC, a $1.1 billion global joint venture of the Dow Chemical Company and Honeywell International, a position he held since 1999. Prior to UOP,
Mr. Gallagher served in a number of positions of increasing responsibility at AlliedSignal (now Honeywell International) where he last held the position of vice president, finance and business
development at Bendix Commercial Vehicle Systems. Prior to that, Mr. Gallagher had responsibilities for all of AlliedSignal as director, business analysis and planning, and previously director,
finance and mergers and acquisitions. He also spent nine years at Price Waterhouse LLP (now PricewaterhouseCoopers LLP) as a management consultant on numerous M&A transactions, both in the United
States and around the world. He is a member of the Board of Directors of the American Chemistry Council and the Board of Trustees for The Children's Museum of Indianapolis. Mr. Gallagher is a
C.P.A. and holds a B.S. degree in Accounting from the University of Delaware.

Larry J. Bloom
Executive Vice President
and Chief Strategy Officer, Consumer ProductsOfficer since 2000

Mr. Bloom, 56, assumed the position of executive vice president of Great Lakes in 2000. He joined the Company in 1990 as a result of the acquisition by
Great Lakes of Bio-Lab, Inc., where he served as president from 1987 until December 2004. In January 2005, Mr. Bloom became Executive Vice President and Chief
Strategy Officer, Consumer Products. From 1970 to 1987, he held various sales, marketing and technical positions with Bio-Lab, Inc. Mr. Bloom is a graduate of Georgia
Institute of Technology, receiving a B.S. degree in Chemical Engineering.

Angelo C. Brisimitzakis
Executive Vice President, Flame Retardants
and Performance ProductsOfficer since 2000

Dr. Brisimitzakis, 46, joined Great Lakes in 1998 as vice president, global supply chain, following 14 years at General Electric Corporation, where
he held leadership positions in sales, technology, business development, supply chain and business management functions. He was named an officer in 2000 and was named vice president for flame
retardants in 2001. He assumed his current role in 2002.
Dr. Brisimitzakis earned a Ph.D. in Chemistry from New York University and an M.B.A. in Marketing from New York University/Pace University.

Richard T. Higgons
Executive Vice President, Business DevelopmentOfficer since 2001

Mr. Higgons, 62, joined Great Lakes in 2001. Prior to joining Great Lakes, Mr. Higgons was staff vice president for corporate development with
Mallinckrodt, Inc., a position he held for five years.

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From
1991 to 1995, Mr. Higgons was vice president for business development for Mallinckrodt's chemical business. From 1988 to 1991, Mr. Higgons held several senior management positions
in finance, business development and strategic planning for Imcera Group, Inc. Mr. Higgons received a B.S. degree in Accounting from Indiana Northern University.

Maurizio E. Butti
Executive Vice President, Polymer StabilizersOfficer since 2004

Mr. Butti, 47, joined Great Lakes in 1994 as business development managerPolymer Stabilizers. He has held several positions within the
Company, including director of corporate developmentEMEA and Asia and vice president of business management and marketingPolymer Stabilizers. He was named an officer and
assumed his current position in May 2004. Prior to joining Great Lakes, Mr. Butti was new products development manager at SOL Industries and strategic planning manager with EniChem
Synthesis SpA. Mr. Butti holds a degree in Chemical Engineering from Politecnico di Milano (Italy) and an M.B.A from Bocconi University of Milano.

Kevin M. Dunn
Executive Vice President, Consumer ProductsOfficer since 2004

Mr. Dunn, 52, joined Great Lakes in December 2004 after serving as president of Playtex Products, Inc., Consumer Products Division. Prior to
this, Mr. Dunn was President of the North American Household Products Division of Reckitt & Colman plc. He has also served in numerous marketing and general
management positions with Eastman Kodak and Sterling Winthrop. Mr. Dunn holds a B.S. degree from New York University and an M.B.A. degree from St. John's University.

John B. Blatz
Senior Vice President, Environmental, Health and SafetyOfficer since 2001

Mr. Blatz, 53, joined Great Lakes in 2001. Prior to joining Great Lakes, Mr. Blatz was with Dexter Corporation for 10 years, where his last
position was vice president, environmental & process management. Previous positions included managing director and general counsel of Goldman Financial Group, Inc. for two years;
positions with Emhart Corporation, now a part of Black & Decker, from 1980 to 1988; associate counsel with Scott Paper Company from 1978 to 1980, and private practice with the law firm
O'Connor & Hannan. Mr. Blatz earned a J.D. from the University of Minnesota Law School in 1976 and a B.A. from Dartmouth College in 1973.

Jeffrey Potrzebowski
Senior Vice President and Chief Financial OfficerOfficer since 2004

Mr. Potrzebowski, 52, joined Great Lakes in 1993 as director of internal audit. He was named director of investor relations in 1996 and was promoted to
vice president in 2002. He was named as an officer and assumed his current position in 2004. Prior to joining Great Lakes, he served as group controller from 1991 through 1993 for Stewart-Warner
Corporation. He was previously a controller for USG Corporation and a senior manager for the audit firm of Price Waterhouse LLP (now PricewaterhouseCoopers LLP). Mr. Potrzebowski is a C.P.A.
and graduated from the University of Toledo with a B.S. in Business Administration.

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Richard J. Kinsley
Senior Vice President, Human Resources & CommunicationsOfficer since 1999

Mr. Kinsley, 47, joined Great Lakes in April 1999. Prior to joining Great Lakes, Mr. Kinsley served as vice president, human resources for
the electronic materials division at AlliedSignal (now Honeywell International) for four years. Prior to AlliedSignal, he spent 10 years with The Pfaudler Companies,
where he held senior management positions in sales and marketing, business development and human resources. Mr. Kinsley holds dual degrees in Economics and Business Administration from LeMoyne
College and an M.B.A. from the University of Rochester.

Jeffrey M. Lipshaw
Senior Vice President and General CounselOfficer since 1999

Mr. Lipshaw, 50, joined Great Lakes in October 1999 after serving as of counsel with the Detroit-based law firm Dykema Gossett PLLC from
February 1998. He was previously an associate and partner in the firm from 1979 until 1992. From 1993 through 1997, Mr. Lipshaw was vice president and general counsel of AlliedSignal
Automotive in Southfield, Michigan. He holds an A.B. degree from the University of Michigan and a J.D. degree from Stanford University.

Zoe F. Schumaker
Senior Vice President and Chief Information OfficerOfficer since 2001

Ms. Schumaker, 44, joined Great Lakes in 2001, after serving as vice president, information technology at Ingersoll-Rand Company's IR security
and safety sector. From 1991 to 1999, Ms. Schumaker worked at Blount International, Inc., a diversified international manufacturer of outdoor products, industrial and power equipment,
and sporting equipment, where she last held the position of vice president, information systems. From 1991 to 1997, Ms. Schumaker held several positions at Blount's outdoor products group,
including director of information systems, manager of information systems and manager of systems development. Prior to 1991, Ms. Schumaker held positions in consulting and systems development.
She earned a B.A. degree in Psychology from the University of California at Berkeley and an M.B.A. from the University of Oregon in 1995.

William L. Sherwood
Vice President and Corporate ControllerOfficer since 2002

Mr. Sherwood, 43, joined Great Lakes in 2000 as director, financial reporting. He was named as an officer and assumed his current position in 2002. Prior
to joining Great Lakes, Mr. Sherwood was with Ernst & Young LLP in Indianapolis, Indiana, for 16 years, where he was an auditor and senior manager in the audit and assurance
practice. Mr. Sherwood is a C.P.A. and holds a B.S. degree in Accounting from Butler University.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who own more than
10 percent of the Company's capital stock, to file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of ownership and reports of changes in ownership
of any securities of the Company.

Based
solely on a review of the copies of such reports furnished to the Company and written representation that no other reports were required, the Company believes that all
Section 16(a)

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reporting
requirements were met, with the following exceptions: Mr. Butti inadvertently filed a Form 4 six days late reporting the receipt of stock options from the Company;
Mr. Kinsley inadvertently filed a Form 4 nine days late reporting the receipt of restricted stock units from the Company; and Mr. Henri Steinmetz, a former officer of the Company,
filed a Form 4 one day late reporting the exercise of stock options.

Code of Business Conduct

The Company's Code of Business Conduct applies to all employees worldwide and incorporates a code of ethics applicable to its senior financial officers, in
accordance with the requirements of the Sarbanes-Oxley Act ("Act") and the Securities and Exchange Commission's final rule implementing Section 406 of the Act. The portion of the Great Lakes
Code of Business Conduct (effective as of January 1, 2003) complying with the Act is available from the "Investors" section of the Company's website at www.greatlakes.com. A copy of this portion of
the Code of Business Conduct is available without charge upon request to the secretary of the Company at
its offices in Indianapolis, Indiana.

All
employees, including the chief executive officer and the senior financial officers of the Company, are prohibited from engaging in activities that would constitute conflicts of
interest. The Company's Code of Business Conduct includes provisions specifically designed to ensure that the chief financial officer, controller and other senior financial officers promote honest and
ethical conduct, and a full, fair, accurate and timely disclosure in the reports filed with the Securities and Exchange Commission and other public communications. Additionally, the Code of Business
Conduct encourages employees to report potential violations and acknowledges the Audit Committee's obligation to establish procedures for confidential and anonymous reporting. A toll-free
number is published on the Company's internal website for this confidential and anonymous reporting.

ITEM 11.    EXECUTIVE COMPENSATION

Directors' Compensation

In 2004, non-employee directors were paid an annual retainer of $40,000. In addition, the Company agreed to pay Mr. Andrews, as
non-executive Chairman of the Board, an additional annual retainer of $110,000. Non-employee directors who chair a committee and the presiding independent director were paid an
additional annual retainer as follows:



In
addition to the annual retainer, non-employee directors are paid as follows:



The
position of presiding independent director was eliminated in December 2004 due to the appointment of a non-executive Chairman of the Board. Mr. Bulriss, the
only employee of the Company who served as a director during 2004, received no additional compensation for serving on the Board or any Board committee.

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In
2004, each non-employee director received an option to acquire 3,000 shares of Common Stock at $24.46 per share, the closing price of the Company's Common Stock on the New
York Stock Exchange on the day before the grant. Each option has a term of 10 years and is exercisable in three equal installments commencing one year from the date of grant.

Each
non-employee director may elect to defer all or a portion of his cash compensation and have such compensation credited to his account under the Deferred and
Long-Term Compensation Plan. Amounts credited accrue interest at a rate equal to 90 percent of the prime interest rate of the JPMorgan Chase Bank. Payments generally may be made in
a lump sum or in annual installments over 10 years beginning on the date on which the director retires or resigns from the Board. The entire undistributed deferred amounts (plus interest) will
be distributed in a lump sum upon the participating director's death. Upon a change in control, each director will be entitled to a lump sum cash payment of all amounts credited to his deferred
account.

In
lieu of a retirement plan, each non-employee director received a grant of phantom stock units, as follows: Mr. Andrews2,829;
Mr. Crownover2,652; Mr. Fulton3,293; Mr. Hale2,563; Mr. Lataif2,747; Dr. Lechleiter1,947;
Mr. Nichols2,630; and Mr. Proops2,477.

Phantom
stock units are not Common Stock. Each phantom stock unit represents the right to receive payment from the Company in cash in an amount equal to the market value of a share of
Common
Stock on the date of payment. Phantom stock units do not have voting rights. Such units become fully vested after five years of service. Phantom stock units are recorded in a long-term
compensation account, and the account is credited with the equivalent cash value of dividends and other distributions payable to holders of Common Stock. Payment from such long-term
account may be made in a lump sum or in annual installments over 10 years commencing on the later of the director's retirement or the day on which he attains age 70. Upon a change in control of
the Company, each director will be paid the entire balance in his long-term account in a lump sum cash distribution.

The
Company provides each non-employee director with a term life insurance policy of $50,000 and accidental death and dismemberment insurance of $200,000.

Executive Compensation

The following table sets forth certain information regarding compensation paid during 2004 to Mark P. Bulriss, the Company's former chairman, president and chief
executive officer, John J. Gallagher III, chief executive officer, and each of the Company's four other most highly compensated executive officers serving at December 31, 2004 (the "Named
Executives").

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SUMMARY COMPENSATION

|                                                                                           |  |                |  |   |                         |     |                         |  |   | Long-Term
Compensation Awards |           |   |            
|------------------------------------------------------------------------------------------ |  | -------------- |  | - | ----------------------- | --- | ----------------------- |  | - | ----------------------------- | --------- | - | -----------
|
|
|
|Mark P. BulrissFormer Chairman, President and Chief Executive Officer                      |  | 2004
2003
2002 |  | $ | 742,846
856,808
823,154 | (4) | 
217,500
650,000       |  | $ | 55,918
70,678
59,369          | (5)(5)(5) | $ | 

      
|John J. Gallagher III(7)Chief Executive Officer                                            |  | 2004
2003
2002 |  |   | 392,461
324,000
301,154 |     | 311,100
105,183
174,500 |  |   | 

                         |           |   | 

      
|Angelo C. BrisimitzakisExecutive Vice President, Flame Retardants and Performance Products |  | 2004
2003
2002 |  |   | 308,808
276,346
250,961 |     | 227,500
89,680
132,000  |  |   | 

                         |           |   | 

      
|Jeffrey M. LipshawSenior Vice President and General Counsel                                |  | 2004
2003
2002 |  |   | 288,923
276,115
271,038 |     | 103,250
64,125
129,000  |  |   | 

                         |           |   | 

      
|Richard T. HiggonsExecutive Vice President, Business Development                           |  | 2004
2003
2002 |  |   | 270,846
258,577
250,961 |     | 123,200
120,244
126,000 |  |   | 

                         |           |   | 

      
|Maurizio E. ButtiExecutive Vice President, Polymer Stabilizers                             |  | 2004
2003
2002 |  |   | 250,427
209,167
205,738 |     | 208,635
32,993
43,117   |  |   | 49,583
38,000
44,544          | (8)(8)(8) |   | 113,450



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Option Grants in 2004

The following table provides information related to options granted to the Named Executives during 2004:

OPTION GRANTS IN 2004

|                        |  | Individual Grants |  | Potential Realizable Value at
Assumed Annual Rates of Stock Price
Appreciation for Option Term(3)
|----------------------- |  | ----------------- |  | -------------------------------------------------------------------------------------------------
|
|Mark P. Bulriss(4)      |  | 100,000           |  | 10.8                                                                                             
|John J. Gallagher III   |  | 40,000            |  | 4.3                                                                                              
|Angelo C. Brisimitzakis |  | 35,000            |  | 3.8                                                                                              
|Jeffrey M. Lipshaw      |  | 33,000            |  | 3.5                                                                                              
|Richard T. Higgons      |  | 35,000            |  | 3.8                                                                                              
|Maurizio E. Butti       |  | 5,500
20,000      |  | 0.6
2.2                                                                                          

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Option Exercises in 2004 and Value of Options at December 31, 2004

The following table provides information related to options exercised by the Named Executives during 2004 and the number and value of options held at
year-end. The Company does not have any stock appreciation rights outstanding.

|                        |  |         |     |   |           | Number of Securities
Underlying Unexercised
Options at Fiscal Year End (#) |           | Value of Unexercised
In-the-Money Options at
Fiscal Year End ($) (1)
|----------------------- |  | ------- | --- | - | --------- | -------------------------------------------------------------------------- | --------- | --------------------------------------------------------------------
|
|Mark P. Bulriss(4)      |  | 331,500 | (2) | $ | 2,301,364 |                                                                            | 1,103,500 |                                                                     
|John J. Gallagher III   |  |        |     |   |          |                                                                            | 59,999    |                                                                     
|Angelo C. Brisimitzakis |  |        |     |   |          |                                                                            | 75,666    |                                                                     
|Jeffrey M. Lipshaw      |  |        |     |   |          |                                                                            | 93,000    |                                                                     
|Richard T. Higgons      |  |        |     |   |          |                                                                            | 59,999    |                                                                     
|Maurizio E. Butti       |  | 1,500(3 | )   | $ | 8,332     |                                                                            | 13,348    |                                                                     

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Long-term incentive compensation

During 2003, the Company established a long-term incentive plan ("LTIP") for select senior executives, including the Named Executives. LTIP awards
were granted to certain senior executives, including the Named Executives in 2003. These awards are payable based on the achievement of certain performance criteria during a performance cycle from
January 1, 2003 to December 31, 2005. Awards may be paid in restricted shares or in cash based upon the achievement of goals for earnings per share and return on investment as set forth
in the LTIP. The maximum award amount when paid in restricted shares is 1.65 times the individual's base salary and target bonus for 2005, or if the individual elects to receive a cash alternative,
the maximum award amount will be 1.5 times the individual's base salary and target bonus for 2005. Awards will be paid only to the extent that the threshold measures described in the plan are
achieved. The threshold payouts are 25% of the maximum award amount for return on investment and 50% of the maximum award amount for earnings per share. If minimum performance for the measures is
below the threshold level, then no payout will occur. Awards are payable only if there has been continuous service by the executive through the date of payment, except that an award would be paid to
an executive in the case of death or disability after the end of the performance cycle.

14

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Restricted
shares and restricted stock unit awards may also be granted to senior executives, including the Named Executives, in conjunction with the hiring of new executives, executive
retention or for exemplary performance. Restricted shares and restricted stock units awards generally vest over a period up to ten years and are subject to forfeiture if employment is terminated prior
to vesting of the award, except if termination of employment is due to death, disability or a change in control of the Company. No restricted share awards are presently outstanding. The restricted
stock units outstanding to the Named Executives as of December 31, 2004, are as follows: Mr. Gallagher12,000; Dr. Brisimitzakis8,000;
Mr. Lipshaw9,600; Mr. Higgons9,600; and Mr. Butti5,000.

Each
restricted stock unit represents one share of the Company's Common Stock, and vesting entitles the holder to one share of Common Stock, subject to withholding and other taxes.
Restricted stock units do not have the right to receive dividends and do not carry voting rights.

Pension Plan

The Company has a noncontributory defined benefit pension plan ("Pension Plan") covering all eligible U.S. employees. The Company also has a nonqualified
Supplemental Retirement Plan ("SERP"), for
certain employees, including the Named Executives. The SERP provides for substantially the same benefits, which except for the application of the limits of Sections 415 and 401(a)(17) of the Internal
Revenue Code, would have been payable to the participants under the Pension Plan. Pension benefits are computed using the average of the highest compensation for five consecutive years under the
Pension Plan and for three consecutive years under the SERP.

Under
the terms of his employment agreement, Mr. Bulriss' pension benefits are computed by a formula different from the formula provided in the Pension Plan or the SERP. He would
receive estimated annual benefits of $409,251 payable on normal retirement at age 65 using a joint survivorship annuity. The amount of benefits in excess of the amount he would otherwise receive under
the Pension Plan is provided under an individual unfunded, nonqualified plan. As of November 5, 2004, the date of his resignation from the Company, credited years of service for
Mr. Bulriss under his Employment Agreement were 15 years and 7 months.

ESTIMATED ANNUAL BENEFITS

|           |  | Estimated Annual Benefits
Years of Service
|---------- |  | ------------------------------------------
|
|
|$200,000   |  | 44,987                                    
|$300,000   |  | 69,737                                    
|$400,000   |  | 94,487                                    
|$500,000   |  | 119,237                                   
|$600,000   |  | 143,987                                   
|$700,000   |  | 168,737                                   
|$800,000   |  | 193,487                                   
|$900,000   |  | 218,237                                   
|$1,000,000 |  | 242,987                                   
|$2,000,000 |  | 490,487                                   

Annual
compensation covered by the Pension Plan is defined as gross pay, which is the same as the total salary and bonus compensation reported for Mr. Gallagher,
Dr. Brisimitzakis, Mr. Lipshaw

15

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and
Mr. Higgons as shown in the Summary Compensation Table. The estimated annual benefits shown in the above table are computed using an annual straight life annuity basis. Normal retirement is
considered age 65. The benefits shown in the table are not subject to deduction for Social Security or other offset amounts.

Credited
years of service under the plans as of December 31, 2004 were: Mr. Gallagher, 3 years and 7 months; Dr. Brisimitzakis, 6 years and
4 months; Mr. Lipshaw, 5 years and 2 months; and Mr. Higgons, 3 years and 11 months.

Mr. Butti
is employed by the Company's subsidiary in Switzerland. Therefore, he does not participate in the Pension Plan or the SERP. Retirement benefits for Mr. Butti are
provided under a mandatory government pension fund that is funded through employer and employee contributions. The
compensation limits generally applicable under the terms and conditions of the fund are waived with respect to Mr. Butti. Upon retirement he will receive monthly payments based on the
contributions plus interest earned.

Other Executive Compensation

The Company maintains the Great Lakes Savings Plan [the "401(k) Plan"], which is a defined contribution, 401(k) employee savings plan
generally available to all U.S. full-time salaried, non-union hourly employees and certain union hourly employees. The 401(k) Plan is funded by contributions from participants
and the Company.

Effective
January 1, 2004, the Company established a nonqualified deferred compensation plan. The purpose of this plan is to provide specified benefits for a select group of
management or highly compensated employees of the Company and its participating subsidiaries who contribute materially to the continued growth, development and future business success of the Company,
including the Named Executives, other than Mr. Butti. Eligible employees may elect on a voluntary basis to defer a portion of their annual cash compensation and restricted stock awards. Such
deferred compensation and any net earnings will be distributed upon the employee's retirement or termination from the Company, upon death or disability or upon a change in control of the Company.

The
Company maintains a death benefit only plan to provide additional welfare benefits, similar to term life insurance, to a select group of key executives, including the Named
Executives, other than Mr. Butti. The plan provides death benefits to the key executive's named beneficiary based on the date of such executive's death and employment status (active or retired)
with the Company.

The
Company maintains a Supplemental Executive Long-Term Disability Benefit Plan for certain employees, including the Named Executives, in order to supplement the benefits
available under the Long-Term Disability Plan available to U.S. employees. Benefits are determined as a percentage of basic monthly earnings. This plan provides the participants with
disability benefits that would otherwise be available except for annual compensation limits under the Internal Revenue Code.

Employment Agreements and Change In Control and Severance Arrangements

The Company previously entered into change in control agreements with the Named Executives, except Mr. Bulriss, and with certain other executives of the
Company. The change in control agreements were amended in 2004. The material terms and conditions of the change in control agreements, as amended, provide that if, within three (3) years
following a change in control of the Company (as defined in the agreements), or upon the occurrence of a major transaction (as defined in the agreements), the Company or a successor terminates the
employment of any covered executive other than for cause, or any such executive terminates his or her employment with the Company for good reason, then such executive will, with certain limitations,
receive a payment equal to three times the sum of: (i) his or her annual salary at the time of termination or change in control, whichever is

16

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greater;
and (ii) the greater of (a) the executive's target annual bonus, or (b) the average of the annual bonuses paid or payable for the three preceding calendar years. In
addition, all stock options issued to such executive will become vested and immediately exercisable and the executive can receive the cash value of any or all such options whose current value (as
determined by the market price of the Company's Common Stock) exceeds the exercise price thereof. In addition, all restrictions on other awards will immediately lapse.

An
additional payment may also be made by the Company to the executive to compensate the executive for any excise taxes imposed on certain severance payments under the agreement. The
Company will also continue the participation of such executive in the Company's or a successor's life, disability, health and other benefit plans (or provide equivalent benefits) for a maximum period
of three years after termination. These change in control agreements automatically renew on an annual basis, unless the Company notifies the Named Executives otherwise within the time specified in the
agreement.

The
amended change in control agreement between the Company and Mr. Gallagher provides for the same payments and benefits as the other executives, except that the amount of the
severance payment in the event of a change in control and his subsequent termination or resignation for good cause shall be an amount equal to the greater of (I) the product of (A) the
sum of his salary for the twelve (12) months immediately prior to the occurrence of the event(s) giving rise to the notice of termination, plus the greater of (i) his target annual bonus
of 85% of the salary set forth in the preceding clause (assuming, for purposes of the agreement, there were 100% fulfillment of all elements of the formula under which such bonus would have been
calculated), or (ii) the average of the annual bonuses paid or payable to him for the three (3) calendar years immediately preceding the year in which the date of termination occurs,
multiplied by (B) the number 3; or (II) $3,000,000.

The
completion of the proposed merger with Crompton Corporation will constitute a change in control for purposes of the change in control agreements described above.

The
Company has a severance plan for the Named Executives, except Mr. Bulriss, and certain other executives. The severance plan provides that in the event of a covered termination
of employment (including among other things, termination of employment other than for cause, as defined in the severance plan), the executive will receive (i) payments equal to the executive's
then annual salary ("Severance Payments") and (ii) reimbursement of certain medical and dental benefit premiums ("Benefits") for a period of up to 12 months. The executive will also
receive one additional week of Severance Payments and Benefits for each year of service. The severance plan also provides for certain outplacement services. If payment becomes due under any eligible
executive's change in control agreement, the Severance Payments will not apply.

On
November 5, 2004, the Company and Mr. Bulriss entered into a Resignation Agreement and Limited Release (the "Agreement"). Pursuant to the Agreement, as of
November 5, 2004, Mr. Bulriss resigned from his positions as president and chief executive officer of the Company and as a member of the Board of Directors of the Company for good reason
under the terms of his Employment Agreement dated as of April 1, 1998 by and between the Company and Mr. Bulriss (the "Employment Agreement"), and the Company accepted his resignation.
The Company agreed to pay or provide to Mr. Bulriss the items set forth in paragraph 6(e)(i) through (viii) of the Employment Agreement in accordance with the terms
thereof, which include payments equal to three (3) times his base salary and bonus, continued benefits for three (3) years, and an additional three (3) years of service for
purposes of retirement benefits, in addition to accrued base salary and bonus up to the date of resignation. Additionally, all of Mr. Bulriss' unvested stock options became fully vested as of
the date of resignation. All such stock options remain exercisable for a period of three (3) years from the date of his termination of employment. Mr. Bulriss agreed to release the
Company, its related entities and officers and directors from all claims, including claims for any additional compensation, benefits or other payments based on the Employment Agreement, except for
claims arising out of the indemnification provisions of the Company's Certificate of Incorporation and By-Laws and the provisions of the Delaware General Corporation Law.

17

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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to the Company's Common Stock beneficially owned by holders of more than 5 percent of its
Common Stock; the executive officers of the Company listed in the Summary Compensation table (the "Named Executives"); the directors of the Company; and all directors and executive officers of the
Company as a group.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

|Name and Address of Beneficial Owner                                                                           |  | Amount and Nature of
Beneficial Ownership
(1)(2)(3)(4) |  | Percent of
Common Stock
Outstanding |  
|-------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------ |  | ----------------------------------- | -
|T. Rowe Price Associates Inc., et al(6)
    100 East Pratt Street
    Baltimore, Maryland 21202                |  | 7,486,907                                              |  | 13.98                               | %
|FMR Corp., et al.(7)
    82 Devonshire Street
    Boston, Massachusetts 02109                                  |  | 6,341,368                                              |  | 11.84                               | %
|Heartland Advisors, Inc., et al(8)
    789 North Water Street
    Milwaukee, Wisconsin 53202                   |  | 2,819,290                                              |  | 5.27                                | %
|Mellon Financial Corporation, et al(9)
    One Mellon Financial Corporation
    Pittsburgh, Pennsylvania 15258 |  | 2,763,520                                              |  | 5.16                                | %
|John J. Gallagher III(5)(10)                                                                                   |  | 103,968                                                |  | *                                   |  
|Angelo C. Brisimitzakis(5)(11)                                                                                 |  | 114,260                                                |  | *                                   |  
|Maurizio E. Butti(5)                                                                                           |  | 24,848                                                 |  | *                                   |  
|Richard T. Higgons(5)(12)                                                                                      |  | 97,583                                                 |  | *                                   |  
|Jeffrey M. Lipshaw(5)(13)                                                                                      |  | 129,752                                                |  | *                                   |  
|Mark P. Bulriss(5)(14)                                                                                         |  | 1,108,166                                              |  | 2.07                                | %
|Nigel D. T. Andrews(5)                                                                                         |  | 14,825                                                 |  | *                                   |  
|James W. Crownover(5)                                                                                          |  | 14,650                                                 |  | *                                   |  
|Thomas M. Fulton(5)                                                                                            |  | 14,850                                                 |  | *                                   |  
|Martin M. Hale(5)(15)                                                                                          |  | 369,699                                                |  | *                                   |  
|Louis E. Lataif(5)(16)                                                                                         |  | 15,850                                                 |  | *                                   |  
|John C. Lechleiter(5)                                                                                          |  | 16,900                                                 |  | *                                   |  
|Mack G. Nichols(5)                                                                                             |  | 15,850                                                 |  | *                                   |  
|Jay D. Proops(5)(17)                                                                                           |  | 55,850                                                 |  | *                                   |  
|Directors and Officers as a Group                                                                              |  | 2,556,314                                              |  | 4.77                                | %

---

Note:
* Less than 1%

18

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19

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Equity Compensation Plan Information

The following table sets forth information as of December 31, 2004, regarding the Company's compensation plans under which equity securities of the Company
are authorized:

EQUITY COMPENSATION PLAN INFORMATION

|                                                       |  | (a)       |     | (b) |       | (c)
|------------------------------------------------------ |  | --------- | --- | --- | ----- | ---
|
|Equity compensation plans approved by shareholders     |  | 4,001,921 |     | $   | 27.96 |    
|Equity compensation plans not approved by shareholders |  | 700,000   | (1) | $   | 42.00 |    
|                                                       |  |           |     |     |       |    
|Total                                                  |  | 4,701,921 |     |     |       |    
|                                                       |  |           |     |     |       |    

---

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee approved the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending
December 31, 2004.

20

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Fees
paid to Ernst & Young LLP, the Company's independent registered public accounting firm, for professional services in each of the last two fiscal years, in each of the
following categories (in millions) are:

2004

2003Audit Fees(1)

$
3.2

$
1.7Audit-Related Fees(2)


0.1


0.4Tax Fees(3)


0.7


0.6All Other Fees





Total

$
4.0

$
2.7


---



The
Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax and other services performed by the independent registered public accounting
firm. The Audit Committee has delegated to the chair of the Audit Committee the authority to pre-approve audit-related and non-audit services not prohibited by law to be
performed by the Company's independent registered public accounting firm and associated fees up to a maximum for any one audit-related or non-audit service of $100,000, provided that the
chair reports any decisions to pre-approve such audit-related or non-audit services and fees to the full Audit Committee at its next regularly scheduled meeting.

21

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PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K

The
following consolidated financial statements of Great Lakes Chemical Corporation and related notes thereto, together with the report thereon of Ernst & Young LLP dated
February 25, 2005, appearing on pages 26 through 56 are included herein (each of which was previously filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 2004, SEC File Number 001-06450):



The
following Consolidated Financial Statement Schedule of Great Lakes Chemical Corporation is filed as part of Item 15(d) of this report and should be read in conjunction with the
Consolidated Financial Statements.



All
other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are
inapplicable, and therefore, have been omitted.

| |  | Exhibit No. |  | Description                                                                                                                                                                                                                                  
| |  | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (3)(i)      |  | Restated Certificate of Incorporation (incorporated by reference to Exhibit (3)(i) to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2003, SEC File Number
001-06450)                                        
| |  | (3)(ii)     |  | Amended and Restated By-Laws adopted by the Board of Directors on February 7, 2005 (incorporated by reference to Exhibit (3)(ii) to the Company's Annual Report on Form 10-K for the year ended December 31, 2004, SEC File
Number 001-06450)
| |  | (4)(i)      |  | Indenture dated as of July 16, 1999, between the Company and The First National Bank of Chicago, as Trustee (incorporated by reference to the Company's Registration Statement on Form S-3, SEC File Number 333-78515)                       
| |  | (10)(i)     |  | Supplemental Retirement Plan, as amended (incorporated by reference to Exhibit (10)(i) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, SEC File Number 001-06450)                                          
| |  | (10)(ii)    |  | Non-Qualified Deferred Compensation Plan, effective January 1, 2004 (incorporated by reference to Exhibit (10)(iv) to the Company's Annual Report on Form 10-K for the year ended December 31, 2003, SEC File Number
001-06450)              
| |  |             |  |                                                                                                                                                                                                                                              

22

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| |  | (10)(iii)   |  | Standard Form of Severance Agreements (incorporated by reference to Exhibit (10)(iv) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, SEC File Number 001-06450)                                                                    
| |  | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (10)(iv)(a) |  | Non Employee Directors' Deferred and Long Term Compensation Plan (incorporated by reference to Exhibit (10)(vi) the Company's Annual Report on Form 10-K for the year ended December 31, 1997, SEC File Number 001-06450)                                            
| |  | (10)(iv)(b) |  | Amendment No. 1 to Non Employee Directors' Deferred and Long Term Compensation Plan, effective May 6, 1998 (incorporated by reference to Exhibit (10)(v) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1999, SEC File Number 001-06450)
| |  | (10)(v)(a)  |  | Death Benefit Only Plan, effective April 1, 2003 (incorporated by reference to Exhibit (10)(vii)(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2003, SEC File Number 001-06450)                                                     
| |  | (10)(v)(b)  |  | Amendment No. 2003-1 to Death Benefit Only Plan, effective July 18, 2003 (incorporated by reference to Exhibit (10)(vii)(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 2003, SEC File Number
001-06450)                             
| |  | (10)(vi)    |  | Form of Amended Change in Control Agreement                                                                                                                                                                                                                          
| |  | (10)(vii)   |  | Change in Control Agreement between John J. Gallagher, III and the Company effective December 2, 2004                                                                                                                                                                
| |  | (10)(viii)  |  | Directors Retirement Plan, effective January 1, 1993 (incorporated by reference to Exhibit (10)(ix) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, SEC File Number 001-06450)                                                     
| |  | (10)(ix)(a) |  | 1998 Stock Compensation Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed August 17, 1998, SEC File Number 333-61609)                                                                                        
| |  | (10)(ix)(b) |  | Amendment to 1998 Employee Stock Compensation Plan dated February 15, 1999 (incorporated by reference to Exhibit (10)(ix) to the Company's Annual Report on Form 10-K for the year ended December 31, 1999, SEC File Number
001-06450)                               
| |  | (10)(x)     |  | 1993 Employee Stock Compensation Plan as amended on November 21, 1997 (incorporated by reference to Exhibit (10)(x) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, SEC File Number
001-06450)                                     
| |  | (10)(xi)    |  | 1984 Employee Stock Option Plan as amended February 10, 1997 (incorporated by reference to Exhibit (10)(xi) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, SEC File Number 001-06450)                                             
| |  | (10)(xii)   |  | Employment Agreement with Mark P. Bulriss effective April 1, 1998 (incorporated by reference to Exhibit (10)(b) to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1998, SEC File Number 001-06450)                                       
| |  |             |  |                                                                                                                                                                                                                                                                      

23

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| |  | (10)(xiii)  |  | Stock Option and Restricted Stock Agreements with Mark P. Bulriss effective April 1, 1998 (incorporated by reference to Exhibit (10)(a) to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1998, SEC File
Number 001-06450)                                                                    
| |  | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (10)(xiv)   |  | Resignation Agreement and Limited Release between Mark P. Bulriss and the Company dated November 5, 2004 (incorporated by reference to Exhibit (10)(xiv) to the Company's Annual Report on Form 10-K for the year ended
December 31, 2004, SEC File Number 001-06450)                                                    
| |  | (10)(xv)(a) |  | Supplemental Executive Long Term Disability Benefit Plan effective January 1, 1995 (incorporated by reference to Exhibit (10)(xiv)(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2001, SEC File
Number 001-06450)                                                                       
| |  | (10)(xv)(b) |  | Amendment to Supplemental Executive Long Term Disability Benefit Plan dated April 3, 1998 (incorporated by reference to Exhibit (10)(xiv)(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 2001, SEC
File Number 001-06450)                                                                
| |  | (10)(xvi)   |  | 2002 Stock Option and Incentive Plan (incorporated by reference to Exhibit (10)(xv) to the Company's Annual Report on Form 10-K for the year ended December 31, 2002, SEC File Number 001-06450)                                                                                                                         
| |  | (10)(xvii)  |  | Long Term Incentive Plan for Senior Executives, effective for fiscal years 2003-2005 (portions omitted pursuant to request for confidential treatment) (incorporated by reference to Exhibit (10)(iii) to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 2003, SEC File Number 001-06450)
| |  | (10)(xviii) |  | Incentive Compensation Plan, effective for fiscal year 2005 (incorporated by reference to Exhibit (10)(xviii) to the Company's Annual Report on Form 10-K for the year ended December 31, 2004, SEC File Number 001-06450)                                                                                               
| |  | (10)(xix)   |  | Severance Plan for Employees Covered Under the Corporate Change in Control Agreements, effective as of May 3, 1996, as amended (incorporated by reference to Exhibit (10)(xix) to the Company's Annual Report on Form 10-K for the
year ended December 31, 2004, SEC File Number 001-06450)                              
| |  | (21)        |  | Subsidiaries (incorporated by reference to Exhibit (21) to the Company's Annual Report on Form 10-K for the year ended December 31, 2004, SEC File Number 001-06450)                                                                                                                                                     
| |  | (23)        |  | Consent of Independent Auditors (previously filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2004, SEC File Number 001-06450)                                                                                                                                                         
| |  | (31)(i)(a)  |  | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                                                                                                                                                                                  
| |  | (31)(i)(b)  |  | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                                                                                                                                                                                  
| |  | (32)(i)(a)  |  | Section 1350 Certification                                                                                                                                                                                                                                                                                               
| |  | (32)(i)(b)  |  | Section 1350 Certification                                                                                                                                                                                                                                                                                               
| |  | (99)        |  | Excerpt from Great Lakes Chemical Corporation'sCode of Business Conductdated January 1, 2003, from the chapter "We Will Treat the Company and Each Other the Right Way," pages 10-12
(incorporated by reference to Exhibit B to the Company's Proxy Statement dated March 31, 2004, SEC File Number 001-06450)           

24

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25

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

|     |  |               |  | GREAT LAKES CHEMICAL CORPORATION(Registrant)                                                        
|---- |  | ------------- |  | ----------------------------------------------------------------------------------------------------
|Date |  | April 1, 2005 |  | /s/JOHN J. GALLAGHER IIIJohn J. Gallagher III, Chief Executive Officer
(Principal Executive Officer)

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