<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                             -----------------------

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998
                          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                 (IRS Employer 
      incorporation or organization)                 Identification No.)
                                                            

      500 East 96th Street,
      Suite 500
      Indianapolis, IN                                     46240
      (Address of principal executive offices)           (Zip Code)

         Registrant's telephone number, including area code 317-715-3000

Securities registered pursuant to Section 12(b) of the Act:
                                                      Name of each exchange on
          Title of each class                             which registered
          -------------------                             ----------------
     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 Section13 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   X    No
          
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. [ ]

As of March 8, 1999, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $2,368,209,072.

As of March 8, 1999, 58,384,199 shares of the registrant's stock were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1998 Annual Report to Stockholders are incorporated by reference
into Parts I, II and IV. Portions of the annual proxy statement expected to be
filed on March 31, 1999, are incorporated by reference into Part III.



<PAGE>   2


                                     PART I

Item 1.    BUSINESS

GENERAL

Great Lakes Chemical Corporation is a Delaware corporation incorporated in 1933,
having its principal executive offices in Indianapolis, Indiana. The Company is
organized into four global business units: Polymer Additives, Performance
Chemicals, Water Treatment and Energy Services and Products. Recently, the
Company took a number of actions to continue the process of focusing on its core
specialty chemicals businesses and positioning these operations to achieve
higher growth and profitability, including:

-    appointing a new chief executive officer and senior management team;
-    realigning the business units to focus more directly on customer needs;
-    completing the spin-off of the Company's Petroleum Additives business unit
     (Octel) as well as disposing of the Eastern European trading operation
     (Chemol) and the environmental services business; and,
-    initiating a restructuring program that targets a $40 million annual
     improvement in operating income.

Unless otherwise indicated, the information herein refers to the continuing
business of the Company. The Review of Operations on pages 8 through 15 and
Great Lakes At A Glance on pages 16 and 17 of the 1998 Annual Report to
Stockholders are incorporated herein by reference.

The term "Great Lakes" as used herein means Great Lakes Chemical Corporation and
its Subsidiaries unless the context indicates otherwise.

PRODUCTS AND SERVICES

The following is a list of the principal products and services provided by Great
Lakes:

                                POLYMER ADDITIVES

<TABLE>
<CAPTION>
PRODUCTS & SERVICES                 PRINCIPAL MARKETS               FACILITIES               MAJOR RAW MATERIALS
-------------------                 -----------------               ----------               -------------------
<S>                                 <C>                             <C>                      <C>
FLAME RETARDANTS
Brominated,  intumescent  and       Computer and Business           ElDorado, AR             Bromine
antimony based flame retardants     Equipment, Consumer             Newport, TN              Bisphenol A
                                    Electronics, Textiles,          Laredo, TX               Diphenyl Oxide
                                    Urethanes and Construction      Reynosa, Mexico          Antimony
                                    Materials                       Aycliffe, U.K.
POLYMER STABILIZERS
Antioxidants, UV absorbers and      Computer and Business           Newport, TN              Alkylated Phenols
Light Stabilizers                   Equipment, Consumer             Catenoy, France          Methyl Acrylate
                                    Appliances, Packaging,          Persan, France           Phosphorus   Trichloride
                                    Textiles, Building and          Waldkraiburg, Germany
                                    Construction, Transportation    Pedrengo, Italy
                                                                    Ravenna, Italy
                                                                    Pyongtaek, Korea
</TABLE>





<PAGE>   3


                              PERFORMANCE CHEMICALS

<TABLE>
<CAPTION>
PRODUCTS & SERVICES                 PRINCIPAL MARKETS                      FACILITIES             MAJOR RAW MATERIALS 
-------------------                 -----------------                      ----------             -------------------
AG PRODUCTS
<S>                                 <C>                                    <C>                    <C>
Methyl Bromide                      Soil Crop and Structural Pest          ElDorado, AR           Bromine
                                    Control

BROMINE INTERMEDIATES
Bromine, Bromine derivatives and    Electronics, Photographic Papers       ElDorado, AR           Bromine
Bromine-based specialty chemicals   and Films and Rubber Compounds         Marysville, AR         Chlorine
                                                                           Amlwch, U.K.


FLUORINE CHEMISTRY
Fire extinguishing agent            Data Processing                        ElDorado, AR           Fluorine
FM-200(R), Organo-fluorine          Telecommunications
compounds, Fluorinated              Military
intermediates

FINE CHEMICALS
Specialty and Fine Chemical         Pharmaceutical and                     Konstanz, Germany
Intermediates                       Agrochemical Industry                  Newport, TN
                                                                           Halebank, U.K.
                                                                           Holywell, U.K.

TOXICOLOGICAL SERVICES
All phases of nonclinical           Pharmaceutical, Chemical,              Ashland, OH 
toxicological testing and           Veterinary, Medical, Agri-
bioanalytical services,             cultural, Food and Consumer 
Design of specialized               Products Industries         
toxicological, metabolic and 
analytical chemistry 
programs
</TABLE>



                                WATER TREATMENT
<TABLE>
<CAPTION>

PRODUCTS & SERVICES                 PRINCIPAL MARKETS                      FACILITIES             MAJOR RAW MATERIALS 
-------------------                 -----------------                      ----------             -------------------
<S>                                 <C>                                    <C>                    <C>
RECREATIONAL
Water sanitizers -                  Pool and Spa Dealers and               Conyers, GA            BCDMH,
BioGuard(R),OMNI(R),                Distributors, Mass Market              Decatur, GA            Chlorinated
Guardex(R)Pool Time(R),             Retailers, Builders                    Lake Charles, LA       Isocyanurates, Calcium  
AquaChem(R), Vantage(R),                                                   Adrian, MI             Hypochlorite, Cyanuric
AquaBrom(R), Bayrol(R),                                                    Melbourne, Australia   Acid
Hydrotech(R),                                                              Toronto, Canada        
Algicides, oxidizers, pH                                                   Mundolsheim, France      
balancers, mineral                                                         Planegg, Germany         
balancers and                                                              Barbera Del Valles, Spain
specialty chemicals                                                        Kyalami, South Africa    
                                                                           Andoversford, U.K.       
</TABLE>

                                                                           
                                                                           

<PAGE>   4

                           WATER TREATMENT (CONTINUED)

<TABLE>
<CAPTION>
PRODUCTS & SERVICES                 PRINCIPAL MARKETS                 FACILITIES           MAJOR RAW MATERIALS
-------------------                 -----------------                 ----------           -------------------
<S>                                 <C>                               <C>                  <C>
COMMERCIAL & SPECIALTIES
BromiCide(R) and LiquiBrom(R)       Industrial Cooling Water          Adrian, MI            BCDMH, Sodium Bromide,
Specialty Biocides, Biocide         Treatment, Industrial and         ElDorado, AR          Formulated
dispensing equipment, Hydantoin     Municipal Wastewater Treat-       Conyers, GA           Isocyanurates, DMH
derivatives and Formulated          ment, Pulp and Paper and
oxidizers                           Food Processing, Preservative
                                    Intermediates and Home Care
</TABLE>


                          ENERGY SERVICES AND PRODUCTS
<TABLE>
<CAPTION>
PRODUCTS & SERVICES                 PRINCIPAL MARKETS                 FACILITIES           MAJOR RAW MATERIALS
-------------------                 -----------------                 ----------           -------------------
<S>                                 <C>                               <C>                  <C>
Completion products and services,   Worldwide Oil and Gas             Lafayette, LA        Calcium Bromide
including reservoir analysis,       Industry                          New Orleans, LA      Sodium Bromide
solids-free fluids, sand control,                                     Houston, TX          Zinc Bromide
filtration, downhole tools,                                           Milan, Italy
stimulation and marine well                                           Villahermosa, Mexico
services                                                              Stravanger, Norway
                                                                      Aberdeen, U.K.
                                                                      Caracas, Venezuela
</TABLE>


BUSINESS RISKS

Great Lakes Chemical Corporation is including the following cautionary statement
in this Annual Report of Form 10-K to make applicable and take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
with respect to any forward-looking statement made by, or on behalf of, the
Company. The factors identified in this cautionary statement are important
factors (but do not necessarily constitute all important factors) that could
cause actual results to differ materially from those expressed in any
forward-looking statement made by, or on behalf of, the Company.

Where any such forward-looking statement includes a statement of the assumptions
or bases underlying such forward-looking statement, the Company cautions that,
while it believes such assumptions or bases to be reasonable and makes them in
good faith, assumed facts or bases almost always vary from actual results, and
the differences between assumed facts or bases and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, the Company, or its management, expresses an expectation or belief as
to future results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis, but there can be no assurance that the
statement of expectation or belief will result or be achieved or accomplished.

Taking into account the foregoing, certain factors, including but not limited
to, those listed below may cause actual results to differ materially from those
expressed in any forward-looking statement made by, or on behalf of, the
Company.

       Economic factors over which the Company has no control, including changes
       in inflation, tax rates, interest rates and foreign currency exchange
       rates.

       Competitive factors such as pricing pressures on key products and the
       cost and availability of key raw materials.



<PAGE>   5


       Governmental factors including laws and regulations and judicial
       decisions related to the production or use of key products such as
       bromine and bromine derivatives.

       The difficulties and uncertainties inherent in new product development.
       New product candidates that appear promising in development may fail to
       reach the market because of safety concerns, inability to obtain
       necessary regulatory approvals, difficulty or excessive costs to
       manufacture, or infringements of the patents or intellectual property
       rights of others.

       Legal factors, including unanticipated litigation of product liability
       claims, antitrust litigation; environmental matters, and patent disputes
       with competitors which could preclude commercialization of products or
       negatively affect the profitability of existing products.

       Inability to obtain existing levels of product liability insurance or
       denial of insurance coverage following a major product liability claim.

       Changes in tax laws, including future changes in tax laws related to the
       remittance of foreign earnings or investments in foreign countries with
       favorable tax rates.

       Changes in accounting standards promulgated by the Financial Accounting
       Standards Board, the Securities and Exchange Commission, and the American
       Institute of Certified Public Accountants which are adverse to the
       Company.

       Internal factors such as changes in business strategies and the impact of
       cost control efforts and business combinations.

       Loss of brine leases or inability to produce the bromide ion in required
       quantities due to depletion of resources or other causes beyond the
       Company's control.

1998 DEVELOPMENTS

The Review of Operations on pages 8 through 15 and Great Lakes At A Glance on
page 16 and 17 of the 1998 Annual Report to Stockholders are incorporated herein
by reference.

Raw Materials

The sources of essential raw materials for bromine are the brine from
company-owned wells in Arkansas and a sea water extraction plant in Europe. The
Arkansas properties are located atop the Smackover lime deposits, which
constitute a vast underground sea of bromine-rich brine. The area between
ElDorado and Magnolia, Arkansas, (located about 35 miles west of ElDorado)
provides the best known geological location for bromine production and both
major domestic bromine manufacturers are located there. Based on projected
production rates, the Company's brine reserves are estimated to be adequate for
the foreseeable future.

Other materials used in the chemical processes are obtained from outside
suppliers through purchase contracts. Supplies of these materials are believed
to be adequate for the Company's future operations

International Operations

Great Lakes has significant presence in foreign markets, principally Western
Europe and Asia. Approximately one third of the Company's assets and sales are
outside the United States. The geographic segment data contained in Note 15:
"Segment Information" of the Notes to Consolidated Financial Statements on page
38 and 39 of the 1998 Annual Report to Stockholders is incorporated herein by
reference.



<PAGE>   6


Customers and Distribution

During the last three years, no single customer accounted for more than 10% of
Great Lakes' total consolidated sales. The Company has no material contracts or
subcontracts with government agencies. A major portion of the Company's sales
are sold to industrial or commercial users for use in the production of other
products. Some products, such as recreational water treatment chemicals and
supplies, are sold to a large number of retail pool stores, mass merchandisers
and distributors. Some export sales are marketed through distributors and
brokers.

The Company's business does not normally reflect any material backlog of orders
at year-end.

Competition

Great Lakes is in competition with businesses producing the same or similar
products as well as businesses producing products intended for similar use.
There is one other major bromine producer in the United States which competes
with the Company in varying degrees, depending on the product involved, with
respect to the sale of bromine and bromine derivatives. There is also one major
overseas manufacturer of bromine and brominated products which competes with the
Company in the United States and elsewhere. There are several small producers in
the U.S. and overseas which are competitors in several individual products. In
addition, there are numerous manufacturers of alternatives that compete with the
Company. In polymer stabilizers, the Company competes with a significantly
larger supplier across this entire product line and with a number of smaller
companies in individual product areas. The Company competes with several
manufacturers and distributors of swimming pool and spa chemicals.

Principal methods of competition are price, product quality and purity,
technical services and ability to deliver promptly. The Company is able to move
quickly in providing new products to meet identified market demands, and
believes its production costs are among the lowest in the world. These factors,
combined with high technical skills, allow the Company to compete effectively.

Seasonality and Working Capital

The products which the Company sells to the agricultural and swimming pool
markets exhibit some seasonality which is reflected in relatively higher sales
and profits in the first half of each year. Seasonality results in the need to
build inventories for rapid delivery at certain times of the year. The pool
product season is strongest during the first six months, requiring a build-up of
inventory at the beginning of the year. Except for certain arrangements with
distributors and dealers of swimming pool and spa products, customers are not
permitted to return unsold material at the end of a season. Extended credit
terms are granted only in cases where the Company chooses to do so to meet
competition.

The effect of the above items on working capital requirements is not material.

Research and Development and Patents

Research and development expenditures are included in Note 14: "Research and
Development Expenses" of the Notes to Consolidated Financial Statements on page
38 of the 1998 Annual Report to Stockholders and is incorporated herein by
reference. The Company holds no patents, licenses, franchises or concessions
which are essential to its operations.

Environmental and Toxic Substances Control


<PAGE>   7


The Company recognizes its responsibility for the sound environmental management
of its businesses and operations. In addressing this responsibility, the
Company's domestic chemical manufacturing operations subscribe to the
comprehensive environmental stewardship program developed by the Chemical
Manufacturers Association known as Responsible Care.

The Company is in material compliance with all environmental laws and
regulations to which it is subject.






<PAGE>   8



Employees

The Company has approximately 5,100 employees.

Item 2.    PROPERTIES

Great Lakes has plants at 11 locations in 7 states and 17 plants in 8 foreign
countries. Most principal plants are owned. Listed under Item 1 above in a table
captioned Products and Services are the principal locations at which products
are manufactured, distributed or marketed.

The Company leases warehouses, distribution centers and space for offices
throughout the world. All of the Company's facilities are in good repair,
suitable for the Company's businesses, and have sufficient space to meet present
marketing demands at an efficient operating level.

Item 3.    LEGAL PROCEEDINGS

There are no material pending legal proceedings involving the Company, its
subsidiaries or any of its properties. Furthermore, no director, officer or
affiliate of the Company, or any associate of any director or officer is
involved, or has a material interest in, any proceeding which would have a
material adverse effect on the Company.

Item 103 of Regulation S-K requires disclosure of administrative or judicial
proceedings arising under any federal, state or local provisions dealing with
protection of the environment, if the monetary sanctions might exceed $100,000.
There are currently no such proceedings.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the quarter ended
December 31, 1998.

                                     PART II

Item 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
           MATTERS

As of March 8, 1999, there were approximately 3,200 registered holders of Great
Lakes Common Stock. Additional information is contained in the 1998 Annual
Report to Stockholders under the captions "Stock Price Data" and "Cash Dividends
Paid" on page 41, all of which are incorporated herein by reference.

Item 6.    SELECTED FINANCIAL DATA

This information is contained in the 1998 Annual Report to Stockholders under
the caption "Financial Review" on page 19, and is incorporated herein by
reference.

Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
           RESULTS OF OPERATIONS

"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 20 through 26 of the 1998 Annual Report to Stockholders is
incorporated herein by reference.

Item 7a.    QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

This information is included in the "Market Risks" section of "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
page 25 of the 1998 Annual Report to Stockholders, and is incorporated herein by
reference.



<PAGE>   9


Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements, together with the report thereon of Ernst
& Young LLP dated February 26, 1999, appearing on pages 27 through 40 and the
"Quarterly Results of Operations" on page 41 of the 1998 Annual Report to
Stockholders, are incorporated herein by reference.

Item 9.    DISAGREEMENT OF ACCOUNTING AND FINANCIAL DISCLOSURE

No change of auditors or disagreements on accounting methods have occurred which
would require disclosure hereunder.

                                    PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers


<TABLE>
<CAPTION>
 
                                                                                                   Officer
Name and Age                  Office                                                                Since
------------                  ------                                                                -----
<S>                           <C>                                                                   <C>
Mark P. Bulriss , 47          Chief Executive  Officer and President.  Mr. Bulriss joined Great     1998
                              Lakes  in  April  1998  from  AlliedSignal,  Inc.  where  he  was
                              president  of  the  Polymers   Division  since  1996.  He  joined
                              AlliedSignal  in  1993 as  president  of the  Laminates  business
                              unit,  moving to president of the Electronic  Materials  Division
                              in 1995. Prior to  AlliedSignal,  Mr. Bulriss spent 16 years with
                              GE  Plastics.  He  holds  a B.S.  in  chemical  engineering  from
                              Clarkson University


Marshall E. Bloom, 61         Executive  Vice  President and Chief  Executive  Officer of Water     1994
                              Treatment.  Mr. Bloom is a graduate of the  University of Georgia
                              receiving  his B.B.A.  He joined  BioLab in 1955 and Great  Lakes
                              in 1990.

Louis M. Maresca, 47          Executive   Vice   President   and   President   of   Performance     1998
                              Chemicals.  Dr. Maresca  joined the Company in August 1998.  From
                              1991 to 1998 he was with The Geon  Company  where he served  most
                              recently  as vice  president  and  general  manager of the resins
                              business.   Prior  to  1991  he  held   technology   and  general
                              management  positions  with  Union  Carbide  Corporation  and  GE
                              Plastics.  Dr.  Maresca holds a Ph. D. in organic  chemistry from
                              Columbia  University  and an  M.B.A.  from Case  Western  Reserve
                              University.

C. Hugh Morton, 46            Executive Vice President and President of Polymer Additives.  Mr.     1998
                              Morton  joined the  Company  in July 1998 after a 13 year  career
                              with  GE   Plastics   most   recently   as  General   Manager  of
                              Manufacturing and Engineering for GE Silicones.  Mr. Morton holds
                              a B.S.  in  mechanical  engineering  from the  University  of New
                              Orleans.
</TABLE>



<PAGE>   10

<TABLE>
<S>                           <C>                                                                   <C>
L. Donald Simpson, 63         Executive  Vice  President - Global Supply Chain  Management.  He     1992
                              joined the  Company  in 1992.  He is a  graduate  of Rose  Hulman
                              Institute of Technology with a B.S. in Chemical Engineering.

Richard Boehner, 51           Senior Vice  President of  Corporate  Development  and  Strategic     1998
                              Planning.  Mr. Boehner  rejoined the Company in April 1998. Prior
                              to joining  the Company Mr.  Boehner  was  director of  corporate
                              development for AlliedSignals'  specialty  chemicals  operations.
                              Previously  he held a similar  position with  Rhone-Poulenc.  Mr.
                              Boehner hold a B.S. in industrial  engineering and an M.B.A. from
                              Colorado State University.

Mark E. Tomkins,  43          Senior Vice President and Chief  Financial  Officer.  Mr. Tomkins     1998
                              joined the Company in August 1998 from  AlliedSignal,  Inc. where
                              he was vice president of finance and business  development of the
                              Polymers  Division  since  1996 and held the same  position  with
                              their  Electronic  Materials  Division in 1996.  Prior to joining
                              Allied Signal,  Mr. Tomkins held various  corporate and operating
                              finance  positions  with  Monsanto.  He holds an M.B.A.  and B.S.
                              in business from Eastern Illinois University.

Stephen D. Clark, 53          Vice  President,  General  Manager  Asia/Pacific.  He joined  the     1995
                              Company  in  1995.  He holds a B.S.  in  Chemistry  from  Seattle
                              University   and  a  Ph.D.   in   Organic   Chemistry   from  the
                              Massachusetts Institute of Technology.

Mark Esselman, 42             Vice  President,  Human  Resources.  Mr.  Esselman  came to Great     1997
                              Lakes from U.S.  Robotics  in 1997 with  nearly 20 years of human
                              resources  experience.  He  received  his B.S.  and M.S.  degrees
                              from the University of Wisconsin.

Robert L. Hollier, 56         Vice  President  and  President  of  OSCA,  Inc.  He  joined  the     1991
                              Company  in  1982.   He   graduated   from  the   University   of
                              Southwestern Louisiana with a B.S. in Business Administration.

John V. Lacci, 47             Vice  President,  General  Counsel.  He has been with the Company     1994
                              since 1986. He received his B.A. from  Georgetown  University and
                              a J.D. from Georgetown University School of Law.

Robert J. Smith, 52           Vice  President,  Controller.  He joined the  Company in 1993 and     1993
                              received a B.A. in Economics from Fairfield University.

Mary P. McClanahan, 55        Corporate  Secretary.  She  joined  the  Company  in 1978 and was     1994
                              educated in England.

Stephen E. Brewer, 50         Assistant  Treasurer  He joined the Company in 1991.  He received     1994
                              a B.S. in Chemical  Engineering  from  Purdue  University  and an
                              M.B.A. from Northwestern University.
</TABLE>


<PAGE>   11


Information with respect to directors of the Company is contained under the
heading "Proposal One: Election of Directors" in the Great Lakes' Proxy
Statement relating to the 1999 Annual Meeting of Stockholders expected to be
filed on March 31, 1999, which is incorporated herein by reference.

Item 11.   EXECUTIVE COMPENSATION

The information under the heading "Executive Compensation and Other Information"
in the 1999 Proxy Statement is incorporated by reference in this report.

Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information under the heading "Security Ownership of Certain Beneficial
Owners and Management" in the 1999 Proxy Statement is incorporated by reference
in this report.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the heading "Compensation Committee Interlocks and Insider
Participation" in the 1999 Proxy Statement is incorporated by reference in this
report.

                                     PART IV

Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)        Financial Statements

The following Consolidated Financial Statements of Great Lakes Chemical
Corporation and Subsidiaries and related notes thereto, together with the report
thereon of Ernst & Young LLP dated, February 26, 1999 appearing on pages 27
through 40 of the 1998 Annual Report to Stockholders, are incorporated by
reference in Item 8:

     Consolidated Balance Sheets - December 31, 1998 and 1997 
     Consolidated Statements of Income -
         Years ended December 31, 1998, 1997 and 1996 
     Consolidated Statements of Cash Flows -
         Years ended December 31, 1998, 1997 and 1996 
     Consolidated Statements of Stockholders' Equity -
         Years ended December 31, 1998, 1997 and 1996
     Notes to Consolidated Financial Statements

(a)(2)        Financial Statement Schedules

The following additional information is filed as part of this report and should
be read in conjunction with the 1998 financial statements.

              Schedule II - Valuation and Qualifying Accounts

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.



<PAGE>   12


(a)(3)        Exhibits:

              Exhibit No.    Description
              -----------    -----------

                (3)(i)       Restated Certificate of Incorporation of the 
                             Company (incorporated by reference to Exhibit
                             (3)(i) to the Company's Form 10-K for the year
                             ended December 31, 1997)
                (3)(ii)      By-Laws of the Company, as amended though May 7, 
                             1998 (incorporated by referenced to Exhibit (3)(ii)
                             to the Company's Form 10-Q for the period ended
                             June 30, 1998)
                (4)          Shareholders Rights Plan dated as of February 15, 
                             1999 (incorporated by reference to Exhibit 4.1 of 
                             the Company's Form 8-K filed March 23, 1999)
                (10)(i)      Supplemental Retirement Plan, as amended 
                             (incorporated by reference to Exhibit (10)(i) to
                             the Company's Form 10-K for the year ended December
                             31, 1997)
                (10)(ii)     Deferred Compensation Plan, as amended and restated
                             effective January 1, 1997 (incorporated by
                             reference to Exhibit (10)(ii) to the Company's Form
                             10-K for the year ended December 31, 1997)
                (10)(iii)    Supplemental Savings Plan effective January 1, 1995
                             (incorporated by reference to Exhibit (10)(iii) to
                             the Company's Form 10-K for the year ended December
                             31, 1997)
                (10)(iv)     Standard Form of Severance Agreements (incorporated
                             by reference to Exhibit (10)(iv) to the Company's
                             Form 10-K for the year ended December 31, 1997)
                (10)(v)      Non Employee Directors' Deferred and Long Term
                             Compensation Plan (incorporated by reference to
                             Exhibit (10)(vi) the Company's Form 10-K for the
                             year ended December 31, 1997)
                (10)(vi)     Split-Dollar Life Insurance (incorporated by
                             reference to Exhibit (10)(vii) to the Company's
                             Form 10-K for the year ended December 31, 1997)
                (10)(vii)    Standard Form of Change in Control Agreement
                             (incorporated by reference to Exhibit (10)(viii) to
                             the Company's Form 10-K for the year ended December
                             31, 1997)
                (10)(viii)   Directors Retirement Plan, effective January 1,
                             1993 (incorporated by reference to Exhibit (10)(ix)
                             to the Company's Form 10-K for the year ended
                             December 31, 1997)
                (10)(ix)     1998 Employee Stock Compensation Plan (incorporated
                             by reference to Exhibit 99.1 the Company's Form S-8
                             filed August 17, 1998)
                (10)(x)      1993 Employee Stock Compensation Plan as amended on
                             November 21, 1997 (incorporated by reference to
                             Exhibit (10)(x) to the Company's Form 10-K for
                             December 31, 1997)
                (10)(xi)     1984 Employee Stock Option Plan as amended February
                             10, 1997 (incorporated by reference to Exhibit
                             (10)(xi) to the Company's Form 10-K for the period
                             ended December 31, 1997)
                (10)(xii)    Employment Agreement with Mark P. Bulriss effective
                             April 1, 1998 (incorporated by reference to Exhibit
                             (10)(b) to the Company's Form 10-Q fo the period
                             ended March 31, 1998)
                (10)(xiii)   Stock Option and Restricted Stock Agreements with
                             Mark P. Bulriss effective April 1, 1998
                             (incorporated by reference Exhibit (10)(a) to the
                             Company's Form 10-Q for the period ended June 30,
                             1998)
                (10)(xiv)    Employment Agreements with various officers
                             (incorporated by reference to Exhibit (10)(b) to
                             the Company's Form 10-Q for the period ended June
                             30, 1998)
                (10)(xv)     Great Lakes Savings Plan (incorporated by reference
                             to the Company's Form S-8 filed April 1, 1998)


<PAGE>   13


                  (13)       1998 Annual Report to Stockholders
                  (21)       Subsidiaries - Incorporated herein by reference is
                             the list of subsidiaries appearing on the inside of
                             the back cover of the 1998 Annual Report to
                             Stockholders
                  (23)       Consent of Independent Auditors
                  (27)       Financial Data Schedules December 31, 1998

                  Exhibit No. 23 is included herewith.  Exhibits No. 13 and 
                  27 are included herewith as part of the electronic filing.

(b)           Reports on Form 8-K

The Company filed a Form 8-K on October 28,1998 in connection with the
restructuring of the Company's operations.

(c)           Exhibits

The response to this section of Item 14 is submitted as a separate section of
this report.

(d)           Financial Statement Schedules

The response to this section of Item 14 is submitted as a separate section of
this report.







<PAGE>   14


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)

<TABLE>
<S>                                     <C>
Date February 17, 1999                  /s/ Mark Bulriss                                                  
     --------------------------         ----------------------------------------------------
                                        Mark Bulriss, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:

Date February 17, 1999                  /s/ Mark E. Tomkins                                                             
     -------------------------------    ----------------------------------------------------------------
                                        Mark E. Tomkins, Senior Vice President and Chief Financial Officer

Date February 17, 1998                  /s/ Robert J. Smith                                             
     -------------------------------    ----------------------------------------------------------------
                                        Robert J. Smith, Vice President - Controller
                                        (Principal Accounting Officer)

Date February 17, 1998                  s/ Thomas M. Fulton                                      
     -------------------------------    ----------------------------------------------------------------
                                        Thomas M. Fulton, Director

Date February 17, 1998                  /s/ Martin M. Hale                                                
     -------------------------------    ----------------------------------------------------------------
                                        Martin M. Hale, Director

Date February 17, 1998                  /s/ Louis E. Lataif                                               
     -------------------------------    ----------------------------------------------------------------
                                        Louis E. Lataif, Director

Date February 17, 1998                  /s/ Richard H. Leet                                               
     -------------------------------    ----------------------------------------------------------------
                                        Richard H. Leet, Director

Date February 17, 1998                  /s/ Robert B. McDonald                                            
     -------------------------------    ----------------------------------------------------------------
                                        Robert B. McDonald, Director

Date February 17, 1998                  /s/ Jay D. Proops                                                 
     -------------------------------    ----------------------------------------------------------------
                                        Jay D. Proops, Director
</TABLE>



<PAGE>   15

                                                                    SCHEDULE II


                GREAT LAKES CHEMICAL CORPORATION AND SUBSIDIARIES
                        VALUATION AND QUALIFYING ACCOUNTS
                       THREE YEARS ENDED DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                 Additions
                                     Balance at     -----------------------------------                           Balance
                                      Beginning     Charges to Costs       Charged to                             at End
Description                           of Period       and Expenses      Other  Accounts      Deductions          of Period
-----------                          ----------     ----------------    ---------------      ----------          ---------
<S>                                 <C>              <C>               <C>                 <C>                  <C> 
1998:
Reserve deducted from asset:
  Allowance for doubtful accounts
  receivable
                                    $ 5,803,000       $    94,000      $         -0-       $ 1,763,000 (A)      $   4,134,000
                                                                       
Accumulated amortization of                                            
  goodwill                          $12,645,000       $ 4,288,000      $         -0-       $   129,000 (B)      $  16,804,000
                                                                       
1997:                                                                  
Reserve deducted from asset:                                           
  Allowance for doubtful accounts                                      
  receivable                        $ 7,321,000       $  (352,000)     $         -0-       $ 1,166,000 (A)      $   5,803,000
                                                                       
Accumulated amortization of                                            
 goodwill                           $10,712,000       $ 2,645,000      $         -0-       $   712,000 (B)      $  12,645,000
                                                                       
1996:                                                                  
Reserve deducted from asset:                                           
  Allowance for doubtful accounts                                      
  receivable                        $ 5,998,000       $ 1,931,000      $         -0-       $   608,000 (A)      $   7,321,000
                                                                       
Accumulated amortization of                                            
 goodwill                          $  8,166,000       $ 2,805,000      $         -0-       $   259,000 (B)      $  10,712,000
</TABLE>



(A) Uncollectible accounts receivable written off, net of recoveries and foreign
    currency translation.

(B) Foreign currency translation.