** **

**UNITED STATES SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON, D. C. 20549**

 

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# **FORM 10-K/A**

# ** **

**ý****ANNUAL REPORT PURSUANTTO SECTION 13 OR 15 (d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31,2003**

 

**OR**

 

**o****TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For the Transition Period From        to        **

 

**Commission file number 1-6450**

 

**GREAT LAKESCHEMICAL CORPORATION**

(Exact name of registrant as specified in itscharter)

 
| **DELAWARE**                                                    |   | **95-1765035**                     |
|-----------------------------------------------------------------|--------|------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |   | (IRS Employer  Identification No.) |

 

**9025NORTH RIVER ROAD, SUITE 400**

**INDIANAPOLIS,INDIANA 46240**

(Address of principal executiveoffices)     (Zip Code)

 

Registrant’s telephone number, including areacode **317-715-3000**

 

**Securitiesregistered pursuant to Section 12(b) of the Act:**

 
| **Title of  each class**      |   | **Name of  each exchange on which registered**  |
|-------------------------------|--------|-------------------------------------------------|
| Common stock, $1.00 par value |   | New York Stock Exchange  Pacific Stock Exchange |

 

Securities registered pursuant toSection 12 (g) of the Act:  **None**

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months, and (2) has been subject to the filing requirementsfor the past 90 days.               Yes     ý          No    o

 

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

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.   o

 

As of June 30, 2003, the aggregate market value of the votingstock held by non-affiliates of the registrant was $1,031,184,178 based on thelast reported sales price on the New York Stock Exchange.

 

As of February 27, 2004, 50,667,679 shares of the registrant’sstock were outstanding.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Portions of the ProxyStatement for the Registrant’s Annual Meeting of Shareholders to be held on May6, 2004 are incorporated by reference into Part III.

 

 

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**ExplanatoryNote**

 

This amendment to the Great Lakes ChemicalCorporation Annual Report on Form 10-K for the fiscal year endedDecember 31, 2003 is being filed to make conforming corrections to theinformation required by Items 307 and 308 of Regulation S-K previously filedunder Item 9A on Form 10-K.

 

This amendment does notamend or update any other information set forth in the original Annual Reporton Form 10-K for the fiscal year ended December 31, 2003 previously filedon March 11, 2004.

 

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# **PART II**

# ** **

###### **Item9A. Controls and Procedures**

###### ** **

Asof December 31, 2003, management, under the supervision of the Company’sChief Executive Officer and Chief Financial Officer, evaluated the effectivenessof the design and operation of the Company’s disclosure controls andprocedures.  Based upon this evaluation,the Chief Executive Officer and the Chief Financial Officer have concluded thatthese disclosure controls and procedures are effective, in all materialrespects, in ensuring that the information required to be disclosed in reportsfiled under the Securities Exchange Act of 1934 is recorded, processed,summarized and reported on a timely basis.

 

Therehave been no significant changes in the Company’s internal controls or in otherfactors subsequent to the date of the evaluation that could significantlyaffect these controls.

 

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###### **SIGNATURES**

###### ** **

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

 
| GREAT LAKES CHEMICAL CORPORATION |              |
|----------------------------------|-------------------|
| (Registrant)                     |
|                             |
| Date                             | July 2, 2004 |   | /s/  Mark P. Bulriss |   |
|                             |              | Mark P. Bulriss, Chairman, President and Chief Executive Officer |
|                             |              | (Principal Executive Officer) |
|                                  |                   |  |  |  |  |

 

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