NOTES ABOUT BOARD OF DIRECTORS

Notice of

1999 ANNUAL MEETING OF SHAREHOLDERS

and

PROXY STATEMENT

Thursday, May 6, 1999

Parkwood IV Conference Center

500 East 96th Street

Indianapolis, Indiana

Meeting 11:00 a.m.

IMPORTANT

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO INDICATE YOUR VOTE ON THE ENCLOSED PROXY, DATE, SIGN AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

LOGO

INDIANAPOLIS, INDIANA

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MAY 6, 1999

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of GREAT LAKES CHEMICAL CORPORATION (the "Corporation") will be held at Parkwood IV Conference Center, 500 East 96(th) Street, Indianapolis, Indiana, on Thursday, May 6, 1999, at 11:00 a.m. (Eastern Standard Time) for the following purposes:

1. To elect two directors to serve until the 2002 Annual Meeting;

2. To consider and act upon a shareholder proposal to request

the Board of Directors to redeem the Corporation's

shareholder rights plan unless the plan receives

shareholder approval; and

3. To transact such other business as may properly come

before the meeting or any adjournment thereof.

The Board of Directors has fixed March 8, 1999, as the date of record for the meeting, and only shareholders of record at the close of business on that date will be entitled to vote at the meeting or any adjournment thereof.

A proxy statement, form of proxy and a copy of the annual report of the Corporation for 1998 are enclosed.

By Order of the Board of Directors,

MARY P. MCCLANAHAN

Secretary

March 31, 1999

IMPORTANT

PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN YOUR PROXY CARD

IN THE ENCLOSED ENVELOPE.

GREAT LAKES CHEMICAL CORPORATION

500 EAST 96TH STREET, INDIANAPOLIS, INDIANA 46240

PROXY STATEMENT

MARCH 31, 1999

FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 6, 1999

The enclosed proxy is solicited on behalf of the Board of Directors (the "Board") of Great Lakes Chemical Corporation (the "Corporation"). It is for use only at the Annual Meeting of the Shareholders to be held on May 6, 1999, and at any adjournment thereof.

As of March 8, 1999, the record date of the meeting, 58,384,199 shares of Common Stock of the Corporation were outstanding, and each share is entitled to one vote. Only shareholders of record at the close of business on that date will be entitled to vote at the meeting.

Any shareholder executing a proxy retains the right to revoke it at any time prior to its use at the Annual Meeting. A proxy may be revoked by delivery of written notice of revocation to the corporate secretary, by execution and delivery of a later proxy or by voting the shares in person at the Annual Meeting. If not revoked, all shares represented by properly executed proxies will be voted as specified therein.

The election of directors requires a plurality of the votes actually cast by the shareholders present (in person or by proxy) at the meeting and entitled to vote. A withheld vote will have no effect on the outcome of the election. If no voting instruction is given, the accompanying proxy will be voted FOR such election. Under the New York Stock Exchange rules, brokers who hold street name shares can vote in their discretion in the election of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEE DIRECTORS.

Approval of a shareholder proposal requires a majority of the votes actually cast by the shareholders present (in person or by proxy) at the meeting and entitled to vote. Because Proposal 2 is a request that the Board take steps to implement the proposal, approval of Proposal 2 may not result in the requested action being taken, nor is the Board required to initiate such steps to take that action. If no voting instructions are given, the accompanying proxy will be voted AGAINST Proposal 2. Under the New York Stock Exchange rules, brokers who hold street name shares cannot vote in their discretion on Proposal 2. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 2.

A quorum will exist if the shares present (including broker non-votes) constitute a majority of the outstanding shares.

PROPOSAL ONE: ELECTION OF DIRECTORS

The Certificate of Incorporation of the Corporation provides that the number of directors shall be not less than three nor more than eleven, and shall be divided into three classes of equal size (to the extent possible), with one class to be elected each year, in rotation, for a term of three years. The Board is currently comprised of seven members, divided into two classes of two directors and one class of three directors. Director Evan Bayh resigned from the Board in January 1999 to assume his seat in the U.S. Senate. Director Robert B. McDonald, whose term expires at the Annual Meeting in 1999, will not stand for re-election. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the two nominees, Mark P. Bulriss and Thomas M. Fulton, for three-year terms to expire at the Annual Meeting in 2002 and until their successors are duly elected and qualified. Nominees Bulriss and Fulton are currently serving as directors and have consented to serve for the new term. Although the nominees are not expected to decline or be unable to serve as

directors, in each such event, the persons named in the enclosed proxy will vote for another candidate nominated by the Board, and discretionary authority to do so is included in the proxy.

Information in the biographies that follow is current as of March 1, 1999. None of the business organizations, other than Great Lakes Chemical Corporation, with which the named individuals are employed or associated is a parent, subsidiary or affiliate of the Corporation.

NOMINEES TO SERVE UNTIL THE 2002 ANNUAL MEETING

MARK P. BULRISS Director since April 1998. (4), (5), (6)

Mr. Bulriss, 47, was named president and chief executive officer of the Corporation on April 1, 1998. Prior to joining Great Lakes, Mr. Bulriss served as president of AlliedSignal Polymers, a $2.1 billion business unit of AlliedSignal Inc. that manufactures polymers and markets nylon, technical fibers, plastics, films and chemical intermediates. Before being named president of its polymers unit, Mr. Bulriss served as president of AlliedSignal Inc.'s electronic materials business. His 24-year career in chemicals and plastics also includes 16 years with G. E. Plastics, a division of the General Electric Corporation.

THOMAS M. FULTON Director since 1995. (2), (3), (4)

Mr. Fulton, 65, 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 serves on the boards of Octel Corp., The Advocate South Suburban Hospital and the Bethel Community Facility, and serves as chairman of the board of the Chicago Theological Seminary.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE ABOVE NOMINEES.

DIRECTORS SERVING UNTIL THE 2001 ANNUAL MEETING

LOUIS E. LATAIF Director since 1995. (1), (2)

Mr. Lataif, 60, 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 which included positions as vice president and general manager of Ford Division, vice president North American Sales Operations, president of Ford of Europe and corporate vice president of Worldwide Quality and Marketing. Mr. Lataif also serves on the boards of Bank Audi (USA), the Fred Jones Companies, Inc., Unitrode Corporation, and the Iacocca Foundation.

MACK G. NICHOLS Director since 1998. (1), (2)

Mr. Nichols, 60, retired in 1998 as president and chief operating officer and a director of Mallinckrodt Inc., a diversified chemical and healthcare company. He has served as a director of A. P. Green Industries, Inc., the National Association of Manufacturers, and the Chemical Manufacturers Association. Mr. Nichols has also served as Chairman of the Metropolitan St. Louis YMCA, as a trustee for the St. Louis Art Museum, and as a member of the Chancellor's Council for the University of Missouri-St. Louis.

DIRECTORS SERVING UNTIL THE 2000 ANNUAL MEETING

MARTIN M. HALE Director since 1978. (1), (4), (5), (6)

Mr. Hale, 58, nonexecutive chairman of the Board, is executive vice president and director of Hellman Jordan Management Co. Inc., a registered investment advisor specializing in asset management, and a wholly owned subsidiary of United Asset Management Corporation. Prior to 1983, he was president and chief executive officer of Marsh & McLennan Asset Management Corporation. He also serves as a director of Octel Corp. and the Student Conservation Association, as chairman of the Board of Governors of the School of The Museum of Fine Arts, Boston, and as a trustee of The Museum of Fine Arts.

RICHARD H. LEET Director since 1994. (2), (3), (4)

Dr. Leet, 72, retired as vice chairman and director of Amoco Corporation in 1991 following a lifelong career with Amoco which included service as president of Amoco Chemicals Corporation. Dr. Leet has served as a director of Illinois Tool Works Inc., Vulcan Materials Corporation, and Landauer, Inc., and currently serves as vice chairman of the Foundation Board of The Ohio State University and as a trustee of Brenau University, Gainesville, Georgia. He is also currently a member of the Executive Board of the National Council of The Boy Scouts of America which he led as president in 1990-1992. Previously he served as chairman of the board of both The Industrial Health Council and the YMCA of Metropolitan Chicago.

JAY D. PROOPS Director since 1996. (4), (5), (6)

Mr. Proops, 57, 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, he served as its 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. He currently serves as a member of the Board of Trustees of The Allendale Association, as a director of The Lincoln Park Zoological Society, as a director of AMCOL International, and as a trustee of Daniel Webster College.

(1) Audit Committee

(2) Compensation and Incentive Committee

(3) Environmental, Safety and Health Committee

(4) Executive Committee

(5) Finance Committee

(6) Succession Planning Committee

DIRECTORS' COMPENSATION

RETAINER, COMMITTEE AND MEETING FEES

Nonemployee directors receive compensation for their services in the form of an annual retainer and committee chair and meeting fees. Great Lakes employees are not paid any fees or compensation for serving on the Board or on any Board committee.

All nonemployee directors, excluding Mr. McDonald, receive an annual retainer of $26,000. In order to better align the directors' interests with those of the Corporation's shareholders, the director retainer was frozen in 1997 for three years. In lieu of increases in the annual retainer in 1998 and 1999, each director was granted 300 shares of restricted stock of the Corporation in each of the above years, effective at the beginning of each year. The shares vest over three years with 100 shares vesting on the first, second and third anniversaries of the grant date, respectively. A director's unvested shares will vest upon such director's retirement from the Board at or after age 70, or when he or she is no longer able to serve on the Board because of disability. Unvested shares will be forfeited if a director (a) chooses to leave the Board prior to age 70, (b) is not elected to serve a subsequent term (prior to age 70) or (c) dies. A director will be entitled to vote

and to receive dividends with respect to such restricted stock. Awards to new directors will be prorated on a quarterly basis.

An additional $2,000 is paid annually to directors chairing one or more committees. The nonexecutive chairman of the Board also receives an annual retainer of $120,000 in recognition of his substantial Board responsibilities. All directors receive $1,000 per day for attendance at Board or committee meetings and, with the exception of the chairman, for special assignments. The fees paid to directors are reviewed by the Board each year, based on industry surveys of fees paid to directors in similarly-sized industrial companies.

DEFERRED AND LONG-TERM COMPENSATION

In January 1997, the Board voted to replace its then existing cash Directors' Retirement Plan with a new Non-Employee Directors' Deferred and Long-Term Compensation Plan (the "Deferred and Long-Term Compensation Plan"). The Board made this decision to align director compensation more closely with shareholder interests. Each nonemployee director received a one-time grant of phantom stock units based on the actuarially calculated present value of his retirement rights under the old plan. Cash dividends, stock dividends, stock splits and similar distributions apply to the phantom stock units and are credited to a director's account. All phantom stock units become fully vested after five years of service. Upon a change in control of the Corporation, the value of each director's phantom stock account will be distributed in cash. Upon retirement or resignation, each director can elect to receive vested benefits either as a single lump-sum payment, or in annual installments over 10 years. The value of each phantom stock unit will be determined on the relevant date by the fair market value of the Corporation's Common Stock.

Under the Deferred and Long-Term Compensation Plan, each nonemployee director may elect, at the time he joins the Board or prior to the commencement of each subsequent calendar year, to have all or some of his cash compensation credited to a deferred compensation account. Amounts credited to this account will accrue interest equal to 90 percent of the prime interest rate of The Chase Manhattan Bank, or at such other rate as may be adopted from time to time by the Compensation and Incentive Committee of the Board. Such deferrals will be distributed to the director at the time he retires or resigns from the Board.

OTHER PROGRAMS

The Corporation provides each nonemployee director with a term life insurance policy of $50,000 and accidental death and dismemberment insurance of $200,000.

STOCK OWNERSHIP GUIDELINES

Stock Ownership Guidelines adopted by the Board in 1997 recommend that each nonemployee director own 1,500 shares of Common Stock, or a number of shares having a value equal to three times the annual retainer received as a director of the Corporation, whichever is greater. It is expected that this level of ownership be achieved by 2002 for those directors serving at the time the Guidelines were adopted, and within five years following election for any new director elected to the Board since 1997.

DIRECTORS' MEETINGS AND COMMITTEES

The Corporation has Audit, Compensation and Incentive, Environmental, Safety and Health, Executive, Finance, and Succession Planning Committees, the members of which are as shown above. During 1998 the Board met eight times. Each of the directors attended at least 98% percent of the aggregate of the total number of Board and committee meetings he was required to attend.

The Audit Committee, which met three times during 1998, reviews the adequacy of internal controls and the work of the independent and internal auditors, consults with the independent public accountants concerning the audit report and the related management letter, and makes recommendations to the Board concerning the selection of independent accountants.

The Compensation and Incentive Committee, which met seven times during 1998, makes recommendations to the Board with respect to compensation for the Corporation's executives and establishes eligibility and award levels under the Corporation's stock award program.

The Environmental, Safety and Health Committee, which met twice during 1998, reports to the Board on environmental, safety and health matters; reviews all environmental and safety audits; assesses environmental, safety and health policies and performance; and monitors significant environmental, safety and health issues.

The Executive Committee, which met twice during 1998, is empowered to act for the Board, with certain restrictions, on behalf of the Corporation.

The Finance Committee, which met once during 1998, and includes the chief financial officer and treasurer in addition to Board members, reviews the financial affairs of the Corporation and presents recommendations for action to the Board.

The Succession Planning Committee, which met once during 1998, monitors and evaluates the Corporation's management resources, structure, succession planning, executive development and selection processes, recommends to the Board criteria for Board membership, and identifies candidates for election as directors. It also considers candidates recommended by shareholders for election as directors. Any such recommendation should be sent to the corporate secretary of the Corporation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

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

AMOUNT AND NATURE PERCENT OF

NAME AND ADDRESS OF BENEFICIAL COMMON STOCK

OF BENEFICIAL OWNER OWNERSHIP(1)(2)(3)(4)(5)(6) OUTSTANDING

---------------------------------------------------------------------------------------------------

T. Rowe Price Associates Inc. (7).................... 7,273,616 12.46%

Investment Advisor

100 E. Pratt Street

Baltimore, Maryland 21202

FMR Corp. (8)........................................ 6,587,138 11.28%

82 Devonshire Street

Boston, Massachusetts 02109

State Farm Mutual Automobile Insurance Corporation 5,441,195 9.32%

and Related Entities (9)...........................

One State Farm Plaza

Bloomington, Illinois 61710

Berkshire Hathaway Inc., et al (10).................. 4,000,000 6.85%

1440 Kiewit Plaza

Omaha, Nebraska 68131

Mark P. Bulriss (11)................................. 370,774 *

L. Donald Simpson (12)............................... 70,034 *

Marshall E. Bloom (13)............................... 39,218 *

Richard L. Boehner (14).............................. 26,730 *

Robert L. Hollier (15)............................... 70,835 *

Thomas M. Fulton..................................... 1,600 *

Martin M. Hale (16).................................. 218,948 *

Louis E. Lataif...................................... 2,600 *

Richard H. Leet...................................... 1,600 *

Robert B. McDonald (17).............................. 27,625 *

Mack G. Nichols...................................... 2,600 *

Jay D. Proops (18)................................... 12,600 *

Directors and executive officers as a group.......... 590,537 1.01%

* Less than 1%

(1) Information concerning persons known to the Corporation to be beneficial

owners of more than five percent of its Common Stock is based upon the

most recently available reports furnished by such persons to the

Corporation on Schedules 13G filed with the Securities and Exchange

Commission.

(2) Information concerning ownership of Common Stock by directors of the

Corporation, Named Executives and directors and executive officers as a

group, is as of March 8, 1999.

(3) Unless otherwise indicated, beneficial ownership is direct, and the person

indicated has sole voting and investment power.

(4) In addition to the shares listed in the table as beneficially owned, the

following directors have phantom stock units: T. M. Fulton, 3,293; M.M.

Hale, 2,563; L. E. Lataif, 2,747; R. H. Leet, 4,211; M. G. Nichols, 2,630;

and J. D. Proops, 2,477. These numbers represent the original phantom unit

grants to directors, adjusted to reflect the spin-off of Octel Corp. These

stock units do not have any voting rights.

(5) Ownership includes 500 shares of restricted stock granted to each

nonemployee director, except Mr. McDonald, for which investment power has

not yet vested, but for which each director has sole power to direct the

vote.

(6) Ownership of executive officers includes stock options exercisable within

60 days as disclosed in the table on options exercised and value of options

at end of fiscal year on page 11.

(7) These securities are owned by various individual and institutional

investors for which T. Rowe Price Associates Inc. ("Price Associates")

serves as investment advisor with power to direct investments and/or sole

power to vote the securities. For purposes of the reporting requirements of

the Securities Exchange Act of 1934, Price Associates is deemed to be a

beneficial owner of such securities; however, Price Associates expressly

disclaims that it is, in fact, the beneficial owner of such securities.

(8) FMR Corp. reported sole power to dispose of or to direct the disposition of

6,587,138 shares, and sole power to vote or to direct the vote of 291,038

of such shares as follows: Fidelity Management & Research Company reported

6,148,800 shares and Fidelity Management Trust Company reported 438,338

shares. Fidelity Management & Research Company and Fidelity Trust Company

are both wholly owned subsidiaries of FMR Corp.

(9) Each of the following State Farm entities has reported sole voting power

and sole disposition power and disclaims "beneficial ownership" as to all

shares as to which each has no right to receive the proceeds of sale of the

security and disclaims that it is part of a group: State Farm Mutual

Automobile Insurance Company reported 3,934,300 shares; State Farm Life

Insurance Company has 106,000 shares; State Farm Fire and Casualty Company

has 127,500 shares; State Farm Investment Management Corp. has 729,700

shares, and State Farm Insurance Companies Savings and Thrift Plan for U.S.

Employees has 543,500 shares. State Farm Investment Management Corp. also

has 195 shares with shared voting power. State Farm Life Insurance Company

and State Farm Fire and Casualty Company are wholly owned subsidiaries of

State Farm Mutual Automobile Insurance Corporation. State Farm Investment

Management Corporation is a wholly owned subsidiary of State Farm Fire and

Casualty Company. State Farm Life and Accident Assurance Company is a

wholly owned subsidiary of State Farm Life Insurance Company.

(10) The power to vote, direct the vote and dispose of these shares is shared by

Warren E. Buffett, Berkshire Hathaway Inc., OBH Inc., National Indemnity

Company, Geico Corporation and the Government Employee Insurance Company.

Warren E. Buffet may be deemed to control Berkshire Hathaway, Inc.

(11) Includes 25,000 shares of restricted stock for which investment power has

not yet vested, but for which Mr. Bulriss has sole power to direct the

vote, and 274 shares held indirectly by Mr. Bulriss through the

Corporation's 401(k) and Supplemental Savings Plan.

(12) Includes 1,900 shares held indirectly by Mr. Simpson through the

Corporation's 401(k) and Supplemental Savings Plans and 2,000 shares

through spousal ownership.

(13) Includes 427 shares held indirectly by Mr. Bloom through the Corporation's

Supplemental Savings Plan.

(14) Includes 11,456 shares of restricted stock units for which investment power

has not yet vested.

(15) Includes 291 shares held indirectly by Mr. Hollier through the

Corporation's 401(k) and Supplemental Savings Plan.

(16) Includes 190,840 shares held by Mr. Hale as cotrustee and 2,000 shares held

by his wife as trustee for his children. Mr. Hale disclaims beneficial

ownership of these 192,840 shares.

(17) Includes 10 shares held indirectly by Mr. McDonald in the Corporation's

401(k) Plan and 7,000 shares through spousal ownership.

(18) Includes 10,000 shares held by the Jay and Kay Proops Family Limited

Partnership.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding compensation paid during 1998 to Mark P. Bulriss, president and chief executive officer of the Corporation, compensation paid during the last three years to Robert B. McDonald, former president and chief executive officer of the Corporation, and to each of the Corporation's four other most highly compensated serving executive officers, as well as to one former executive officer.

SUMMARY COMPENSATION TABLE

LONG-TERM

ANNUAL COMPENSATION ALL OTHER

COMPENSATION AWARDS COMPENSATION

----------------------------------------------------------------------------------

RESTRICTED SECURITIES

OTHER ANNUAL STOCK UNDERLYING

SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS

NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#)(1) ($)(2)(12)

---------------------------------------------------------------------------------------------------------------------------

Mark P. Bulriss (3).................... 1998 482,500 487,500 146,714(4) 2,028,125(5) 700,000 892,762(3)

President and

Chief Executive Officer

Robert B. McDonald..................... 1998 180,769 0 51,551 10,213,830(6)

President and 1997 650,000 508,000 60,000 53,980

Chief Executive Officer 1996 645,192 165,000 35,000 57,160

L. Donald Simpson...................... 1998 320,492 238,000 13,746 26,699

Group Vice President 1997 310,000 227,300 20,000 21,107

1996 303,077 55,000 12,000 20,538

Robert T. Jeffares (7)................. 1998 392,861 131,000(7) 19,061 2,652,542(7)

Executive Vice President and 1997 380,000 213,400 30,000 28,663

Chief Financial Officer 1996 380,000 78,000 20,000 29,856

Marshall E. Bloom...................... 1998 262,904 188,000 8,362 17,200

Vice President 1997 245,000 160,200 9,500 15,600

1996 245,000 42,000 7,500 15,500

Richard R. Boehner (8)................. 1998 198,471 135,006 109,202(9) 499,375(10) 45,824 16,900

Senior Vice President 1997 56,250 50,000 21,241(9) 15,000(11) 0

Robert L. Hollier (12)................. 1998 273,825 46,000 14,319 9,162

Vice President 1997 264,981 33,200 10,000 9,121

1996 264,990 38,000