UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to

Commission file number 1-5112

ETHYL CORPORATION
(Exact name of registrant as specified in its charter)

VIRGINIA 54-0118820

(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

330 SOUTH FOURTH STREET
P. O. Box 2189
RICHMOND, VIRGINIA 23217
(Address of principal (Zip Code)
executive offices)

Registrant's telephone number, including area code: 804-788-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange
on which registered

COMMON STOCK, $1 Par NEW YORK STOCK EXCHANGE
PACIFIC STOCK EXCHANGE

PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE

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.

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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.

Yes X No

Aggregate market value of voting stock held by non-affiliates of the registrant
as of December 31, 1994: $ 937,696,596.38.*

Number of shares of Common Stock outstanding as of December 31, 1994:
118,434,401.

* In determining this figure, an aggregate of 21,011,378 shares of
Common Stock reported in the registrant's Proxy Statement for the 1995
Annual Meeting of Shareholders as beneficially owned by Floyd D.
Gottwald, Jr., Bruce C. Gottwald, and the members of their immediate
families have been excluded because the shares are held by affiliates.
See Item 12 herein. The aggregate market value has been computed on the
basis of the closing price in the New York Stock Exchange Composite
Transactions on December 31, 1994, as reported by The Wall Street
Journal.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of Ethyl Corporation's Annual Report to Shareholders for the year
ended December 31, 1994 (the "Annual Report"), are incorporated by
reference into Parts I, II and IV of this Form 10-K.

2. Portions of Ethyl Corporation's definitive Proxy Statement for its 1995
Annual Meeting of Shareholders to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities Exchange Act of
1934 (the "Proxy Statement") are incorporated by reference into Part III of
this Form 10-K.

PART I

Item 1. BUSINESS

DESCRIPTION OF BUSINESS

Ethyl Corporation (the "Company") is incorporated in Virginia and is a
major manufacturer and blender of petroleum additives. Petroleum
additives products include additives for gasoline, diesel fuels, and home
heating oils, as well as additives for passenger-car and diesel crankcase
lubricants including railroad engine oil additives, automatic transmission
fluids and lubricants for gears, hydraulic and industrial equipment.

During 1994 and 1993, the Company completed certain actions in
positioning itself as a highly focused maker and marketer of petroleum
additives to customers around the world. On September 15, 1994, the
Company sold its wholly owned pharmaceuticals subsidiary, Whitby, Inc.,
which markets and distributes finished pharmaceuticals. Earlier in the
year, the Company completed the tax-free spin-off of its wholly owned
subsidiary, Albemarle Corporation (Albemarle), at the close of business on
February 28, 1994, which included the operations of the olefins and
derivatives, bromine chemicals and specialty chemicals businesses. The
results of both the pharmaceuticals subsidiary and Albemarle are included
in the consolidated financial statements in Ethyl's annual report through
those dates.

The Company also completed the tax-free spin-off of its approximately
80% interest in First Colony Corporation (First Colony) on July 1, 1993,
which includes the operations of First Colony Life Insurance Company and
subsidiaries, which engage primarily in writing life insurance and
annuities.

The completion of these transactions places the Company solely in the
petroleum additives business with approximately 1,500 employees.

The following discussion of the Company's businesses as of December 31,
1994, should be read in conjunction with the information contained in the
"1994 Financial Review" section of Ethyl's Annual Report as of December 31,
1994, referred to in Item 7 below.

PRO FORMA financial information to help explain Ethyl's comparative
results of operations as if the spin-off of Albemarle had occurred
January 1, 1993, is shown in the footnotes to the Annual Report and is
incorporated herein by reference thereto.

The Company manufactures and blends a broad range of performance
enhancing additives for motor fuels and lubricating oils. Most sales of
fuel additives for gasoline, diesel fuels and heating oils are sold
directly to petroleum refiners and marketers, terminals and blenders.
Lubricant additive packages are sold directly to companies producing
finished oils and fluids in the United States and throughout the world.
The processes and technology for most of Ethyl's products were developed in
the Company's research and development laboratories, although some
technology was obtained from acquired businesses.

The Company manufactures and blends a majority of its lubricant
additives and nonantiknock fuel additives products in the United States and
also has manufacturing and blending facilities in Belgium and Canada, and
obtains other products under long-term supply agreements (discussed on page
15). The Company obtains its lead antiknock fuel additives products
under a long-term supply agreement with Octel (discussed on page 5) and its
manganese based antiknock fuel additive product under a long-term supply
agreement with Albemarle (discussed on pages 6 and 20).

The Company operates in a highly competitive environment. Some market
areas involve a significant number of competitors, while others involve
only a few. The competitors are both larger and smaller than the Company
in terms of resources and market shares. Competition in connection with
all of the Company's products requires continuing investments in research
and development of new products or leading technologies, in continuing
product and process improvements and in providing specialized customer
services.

The Company conducts its worldwide petroleum additives operations in two
groups of products: lubricant additives and fuel additives. Lubricant
additives extend the useful life of an oil, and help the lubricant provide
protection against wear and corrosion of metallic parts, protect seals,
withstand extremely high temperatures and pressures, and increase the
adhesion of oils to metallic parts. Lubricant additives are used in oils,
fluids and greases for over-the-road and off-highway vehicles, aircraft,
power tools, marine, railroad, industrial and other equipment, machinery
and processes requiring lubrication. Fuel additives increase the quality
of gasolines and diesel fuel by raising the level of octane and cetane,
respectively, retain the quality of fuel over time, maintain engine
cleanliness, protect metals, reduce friction and wear and reduce emissions.
Fuel additives are used by the refiners to meet imposed regulations and
standards. Fuel additives are also used in fuels for over-the-road and
off-highway vehicles, piston and jet aircraft, railroad, marine and other
gasoline, diesel or synfuel powered engines as well as home heating oil.

The lubricant additive products include (i) engine oil additive packages
for passenger car motor oils for gasoline engines, heavy-duty diesel oils
for diesel powered vehicles, diesel oils for locomotive, marine and
stationary power engines and oils for two-cycle engines, (ii) specialty
additive packages for automatic transmission fluids, automotive and
industrial gear oils, hydraulic fluids and industrial oils, and (iii)
components for engine oil and specialty additive packages such as
antioxidants to resist high-temperature degradation, antiwear agents to
protect metal surfaces from abrasion, detergents to prevent carbon and
varnish deposits from forming on engine parts, dispersants to keep engine
parts clean by suspending insoluble products of fuel combustion and oil
oxidation, friction reducers to facilitate movement, pour point depressants
to enable oils to flow at cold temperatures, and corrosion inhibitors to
protect metal parts.

Gasoline fuel additive products include lead and manganese antiknock
compounds to increase octane and prevent power loss due to early or late
combustion (engine knock); hindered phenolic antioxidants to prevent
thermal degradation during storage and transport; corrosion inhibitors to
prevent failures during fuel storage and pumping; and detergent packages to
keep carbon deposits from forming on fuel injectors, intake valves or
carburetors and in combustion chambers.

Lead antiknock compounds, which are sold worldwide to petroleum
refiners, remain one of the Company's largest product lines. The Company
estimates that it accounts for approximately one-third of the total
worldwide sales of lead antiknock compounds.

Lead antiknock compounds have been subject to regulations restricting
the amount of the product that can be used in gasoline in the United States
since the 1970s and in Canada since 1990. The North American market for
these products in motor vehicles has effectively been eliminated, but the
market for their use in piston aircraft and certain other applications has
remained at about the same level for years and is expected to remain
stable. As the Company has forecasted and planned, the market for lead
antiknock compounds in other major markets, particularly Western Europe,
continues to decline as the use of unleaded gasoline grows.

On a consolidated basis, including operations of spun-off businesses
while they were part of Ethyl, the contribution of lead antiknock compounds
to the Company's net sales was about 22% in 1994, 13% in 1993 and about 16%
in 1992. The lead antiknock profit contribution to the Company's
consolidated operating profit, excluding allocation of corporate expenses,
is estimated to have been 56% in 1994, 49% in 1993 and 50% in 1992.
Excluding a 1994 environmental charge, the 1994 lead antiknock consolidated
profit contribution would have been about 58%. Excluding the 1993 costs
related to the planned cessation of lead antiknock compound production at
the Company's Canadian subsidiary's plant, the 1993 lead antiknock
consolidated profit contribution would have been about 52%.

On a PRO FORMA basis, excluding the spun-off businesses, the
contribution of lead antiknock compounds to net sales would have been 25%
in 1994 and 1993 and 32% in 1992. On a PRO FORMA basis, the contribution
to operating profit would have been 60% in 1994, 70% in 1993 and 79% in
1992. In recent years, the Company has been able to offset a continuing
decline in shipments of lead antiknock compounds with higher margins due
primarily to increases in selling prices. Any further decline in the use
of lead antiknocks would adversely affect such sales and profit
contributions unless the Company can offset such declines with increased
margins.

Prior to March 1994, the Company produced some of its lead antiknock
compounds in its subsidiary's Canadian plant, and prior to July 1994 the
Company obtained additional quantities under a supply agreement with E.I.
DuPont de Nemours & Company. On January 11, 1994, the Company announced an
agreement with The Associated Octel Company Limited ("Octel") of London,
England, under which Octel has agreed to allocate a portion of its
production capacity of lead antiknock compounds to the Company for sale and
distribution through the Company's worldwide network, and as a result the
Company's Canadian subsidiary ceased production of lead antiknock compounds
near the end of March 1994. The Octel agreement continues as long as the
Company determines that a market continues to exist for lead antiknock
compounds. Under the agreement with Octel, which is cancellable at the
Company's option with no minimum purchase obligations, the Company has
the right to purchase from Octel antiknock compounds which the Company
estimates will be sufficient to cover its needs in any contract year.
Purchases are at a fixed initial price per pound with periodic
escalations and adjustments.

In addition to the supply agreement, Octel and the Company have agreed
that Ethyl will distribute for Octel any of its lead antiknock compounds
that are shipped in bulk in ocean going vessels.

The Company believes the agreements with Octel will assure the Company
of an ongoing efficient source of supply for lead antiknock compounds as
the worldwide demand for these products continues to decline. It does not
anticipate that the cessation of its Canadian subsidiary's antiknock
operations and the entry into the Octel supply agreement will adversely
affect its relations with its customers, nor will these changes have a
material effect on its future results of operations. The Company and Octel
continue to compete vigorously in sales and marketing of lead antiknock
compounds.

The Company also sells manganese-based antiknock compounds,
HiTEC (register mark) 3000 performance additive (MMT), which are used in
unleaded gasoline primarily in Canada and are manufactured by Albemarle
under a long-term supply contract with Ethyl. The Company conducted
extensive testing of this product prior to filing a request in 1990 for
a fuel-additive waiver from the United States Environmental Protection
Agency (the "EPA") which is required in order to begin marketing the
additive for use in unleaded gasoline in the United States. The Company
voluntarily withdrew its waiver application in November 1990 after
public hearings and detailed exchanges of information with the EPA, when
the EPA raised several health and environmental questions near the end
of the 180-day statutory review period. The Company continued testing
and filed a new waiver request in July 1991, followed by additional
public hearings and detailed exchanges of information with the EPA.

In January 1992, the EPA denied the Company's application for a
waiver. An appeal was filed with the United States Court of Appeals for
the District of Columbia Circuit contesting the EPA's denial of the
application for a waiver for the use of the additive in unleaded
gasoline. In April 1993, the Court remanded the case to the EPA for
reconsideration within 180 days of its denial of the Company's waiver
application, directing the EPA to consider new evidence and make a new
decision.

On November 30, 1993, the EPA determined that emissions data
contained in the Company's application satisfy all Clean Air Act
standards, but reported that it was not able to complete its assessment
of the overall public health implications of manganese. The Company and
the EPA mutually agreed to an 180-day extension, subsequently extended
for an additional six weeks, to resolve this last remaining issue.

In July 1994, the EPA refused to grant the waiver for the use of the
additive in unleaded gasoline, finding that there was insufficient data
to alleviate its concerns about the overall public health implications
of manganese despite their own statements about favorable health
effects. The Company filed an appeal in July 1994, with the United
States Court of Appeals for the District of Columbia Circuit seeking
relief from the EPA's actions. The Court heard oral arguments in
Ethyl's appeal on January 13, 1995, and it is anticipated that a
decision will be made before the Court's term ends in early June.

In a related matter, Ethyl is awaiting the establishment of a
briefing schedule in a lawsuit challenging the EPA's July 13, 1994,
determination that Ethyl must complete additional manganese health
testing before it can obtain a "registration" under the Clean Air Act
for sale of MMT as an unleaded gasoline fuel additive. Based on the
long history of use of MMT in the U.S., Ethyl maintains that MMT is
currently registered for use in unleaded gasoline as well as in leaded
gasoline.

In the meantime, in Canada, the federal government is examining
claims made by the Motor Vehicle Manufacturers Association of Canada
("MVMA") about MMT's compatibility with automobile exhaust emissions
systems. Ethyl believes that the MVMA has made its claims without the
support of credible study or test data. The Company has joined the
Canadian Petroleum Producers Association in calling for an independent
panel to review the merits of the additive. The Canadian government is
still studying this proposal.

Ethyl is also working with the government of British Columbia and a
task force of the Canadian Council of Ministers of the Environment,
which both have initiated consultations with gasoline refiners,
automobile manufacturers and others with respect to the potential
development of new vehicle emission and efficiency standards and fuel
formulations.

The Company has shared with Canadian federal and provincial governments
extensive test data demonstrating that the additive, which has been used in
almost all unleaded Canadian gasoline for nearly 18 years, provides vital
environmental benefits including significant reductions in smog-causing
automobile emissions of nitrogen oxides as well as reductions in benzene
and other dangerous emissions.

The Company also produces diesel fuel additive products, including
cetane improvers for consistent combustion and power delivery; amine
stabilizers and hindered phenolic antioxidants to prevent degradation
during storage and transport; cold flow improvers to enhance fuel pumping
under cold-weather conditions; detergent packages to keep carbon deposits
from forming on fuel injectors and in combustion chambers; dyes for fuel
identification and leak detection; lubricity agents; and a conductivity
modifier to neutralize static charge build-up in fuel and products for home
heating oils.

Major raw materials used by the Company include process oil, polybutene,
olefins, phosphorus pentasulfide, 2-ethyl-1-hexanol, amines and
polypropene, as well as electricity and natural gas as fuels, which are
purchased or provided under supply contracts at prices the Company believes
are competitive.

Recent product developments include formulated additive packages for
meeting new industry specifications for passenger car motor oils, gear
oils, and gasoline protecting intake valve systems. The Company continues
to review its product lines as a part of a major ongoing effort to expand
and improve the product lines and expand geographic distribution of
petroleum additives products. The market for lubricant additives has been
experiencing significant changes as a result of market and regulatory
demands. The demands for better fuel economy, reduced emissions and
cleaner oils have led to new equipment design and more stringent
performance requirements. Such requirements mean reformulation of many
products, new product development and more product qualification tests.

To maintain and enhance a responsive worldwide product supply network
for its petroleum additives, Ethyl has been constructing major new
manufacturing capacity for some products and expanding manufacturing
capacity for other products. Some of the new capacity will replace the
manufacturing capacity of products produced under contract for Ethyl by
Amoco Petroleum Additives Company. The three-year product supply contract
has been in effect since mid-1992, when Ethyl acquired Amoco's petroleum
additives business. Certain of the new, more efficient facilities were
started up in late 1994, at Sauget, Illinois, and Natchez, Mississippi;
while others are being started up in early 1995 at Houston, Texas, and
Feluy, Belgium.

Research and Patents

The Company's research and development staff activities consist
primarily of research and development activities, and the balance of
activities are related to technical services support to customers, testing
of existing products, cost reduction, quality improvement and environmental
studies. Substantially all of such activities were sponsored by the
Company.

On a consolidated basis, including the operations spun off, the Company
spent approximately $83 million, $127 million, and $112 million in 1994,
1993 and 1992, respectively, on research, development and testing expenses,
of which approximately $50 million, $76 million and $74 million in 1994,
1993 and 1992, respectively, qualified as research and development expense
under the technical accounting definition. Most of the research and
development expense was related to the Company's specialty chemicals (now a
part of Albemarle) and petroleum additives operations.

On a PRO FORMA basis, the Company spent approximately $74 million, $76
million and $63 million in 1994, 1993 and 1992, respectively, on research,
development and testing expense, of which approximately $46 million, $45
million and $42 million in 1994, 1993 and 1992, respectively, qualified as
research and development expense under the technical accounting definition.
Most of the research and development expense was related to the Company's
petroleum additives operations, but a small portion was related to design
and development of new drug molecules by Whitby Research prior to the
decision to discontinue pharmaceutical research in December 1993.

The Company owns approximately 800 active United States and foreign
patents with over 400 patents pending. Some of these patents are
licensed to others. In addition, rights under the patents and inventions
of others have been acquired by the Company through licenses. The
Company's patent position is actively managed and is considered to be
adequate for the conduct of its business.

Environmental Requirements

The Company is subject to Federal, state and local requirements
regulating the handling, manufacture or use of materials (some of which are
classified as hazardous or toxic by one or more regulatory agencies), the
discharge of materials into the environment and the protection of the
environment. It is the Company's policy to comply with these requirements
and to provide workplaces for employees that are safe, healthy and
environmentally sound work environments which will not adversely affect the
safety, health or environment of communities in which the Company does
business. The Company believes that as a general matter its policies,
practices and procedures are properly designed to prevent any unreasonable
risk of environmental damage, and of resulting financial liability, in
connection with its business.

The Clean Air Act Amendments of 1990 ("the Amendments") became Federal
law on November 15, 1990. While the EPA issued certain detailed
requirements in March 1994, several of the states, including the states
where the Company has its major facilities, are still in the process of
completing and implementing definitive regulations, interpreting the
Amendments and establishing detailed requirements. Therefore, the Company
is unable at this time to make any detailed assessment of the effect of the
Amendments on its earnings or operations. However, based on discussions
the Company's environmental staff have had with the states, the Company
does not expect the impact on financial position, liquidity or results
of operations to be material.

Among other environmental requirements, the Company is subject to the
Federal Comprehensive Environmental Response, Compensation and Liability
Act ("Superfund") and similar state laws, under which the Company has
been designated as a potentially responsible party ("PRP") which may be
liable for a share of the costs associated with cleaning up various
hazardous waste sites, some of which are on the EPA's Superfund national
priority list. Although, under some court interpretations of these
laws, a PRP might have to bear more than its proportional share of the
cleanup costs if appropriate contributions from other PRPs are not able
to be obtained, the Company has been able to demonstrate it is only a
minor participant at all but two of the sites where Ethyl has been named
a PRP. Also, the Company has settled or substantially resolved its
share of liability related to certain sites (including the two largest
ones) and generally has not had to bear significantly more than its
proportional share in multiparty situations. Further, almost all of the
sites, including the two largest, represent environmental issues that
are quite mature and that have been investigated, studied and in many
cases, including the two largest ones, the remediation methodology and
proportionate shares of each PRP have been substantially established and
the financial viability of the other PRP's is reasonably assured.
Therefore, point estimates for remediation and monitoring costs had been
accrued previously. At one of the largest sites, the remediation is
substantially complete. The other is partly remediated. At these and
certain other sites, the remediation and/or monitoring probably will
continue for extended periods of time. The estimated remaining
remediation and post remediation monitoring costs have been
substantially provided for, with the remaining unaccrued amounts being
immaterial, after considering expected insurance recoveries. In DE
MINIMIS PRP matters, the Company's policy generally is to negotiate a
consent decree and to pay any apportioned settlement, enabling the
Company to be effectively relieved of any further liability as a PRP,
except for remote contingencies. In minor PRP matters other than those
that are DE MINIMIS, the Company's records indicate that unresolved
exposures are not material individually or in the aggregate to Ethyl's
financial statements.

At the Company's former Baton Rouge plant manufacturing site, which is
partially occupied by the Company's former process development center now
owned and occupied by another corporation on land under lease from the
Company, the Company has been conducting monitoring, containment and
remediation activities for a number of years, including monitoring,
containment and remediation of groundwater contamination. The Company
continues to evaluate options with respect to the overall environmental
situation, including the extent and duration of continued monitoring,
appropriate containment and potential alternate remediation activities
at the site to the extent necessary, as well as further possible
commercial uses of the site.

The Company reviews the status of significant existing or potential
environmental issues, including Superfund sites and current and former
plant sites, accrues and expenses its proportionate share of
environmental remediation and monitoring costs in accordance with FASB
Statement No. 5 and FASB Interpretation No. 14 and adjusts reserves, as
appropriate, on the basis of additional information. The Company
believes that the costs of remediation of current sites, which will
occur over an extended period of time, will not have a material adverse
impact on its consolidated financial position but possibly could have a
material effect, when ultimately resolved, on results of operations in a
given period.

Compliance with government pollution-abatement and safety regulations
usually increases operating costs and requires remediation costs and
investment of capital that in some cases produces no monetary return.
Consolidated operating and remediation costs charged to expense were $31
million in 1994, $61 million in 1993 and $51 million in 1992 (excluding
depreciation of previous capital expenditures). On a PRO FORMA basis,
operating and remediation costs were approximately $24 million (which
includes the $8.0 million environmental special charge) in 1994, $13
million in 1993 and $12 million in 1992 and are expected to be somewhat
higher in the next few years than in 1993 and 1992. The ongoing costs of
operations were about $11 million in 1994 and $6 million in 1993 and 1992,
with the balance representing remediation and monitoring costs incurred or
accrued. Consolidated capital expenditures for pollution-abatement and
safety projects, including such costs that are included in other projects,
were about $16 million, $30 million and $29 million in 1994, 1993 and 1992,
respectively. On a PRO FORMA basis, such expenditures were $14 million in
1994, $4 million in 1993 and $7 million in 1992. For each of the next few
years, capital expenditures for these types of projects are likely to
decrease somewhat from current levels reflecting a generally lower capital
expenditures program. Management's estimates of the effects of compliance
with governmental pollution-abatement and safety regulations are subject to
(i) the possibility of changes in the applicable statutes and regulations
or in judicial or administrative construction of such statutes and
regulations, and (ii) uncertainty as to whether anticipated solutions to
pollution problems will be successful, or whether additional expenditures
may prove necessary, and (iii) the possibility that emerging technology
will change remediation methods and reduce remediation and monitoring
costs.

FINANCIAL INFORMATION AS TO INDUSTRY SEGMENTS AND GEOGRAPHIC AREAS

The Company's remaining operations, as of December 31, 1994, are in
petroleum additives. Geographic area information for the Company's
operations for the three years ended December 31, 1994, is presented in the
Annual Report to Shareholders (Annual Report) on pages 24 and 25 (and the
related notes on page 26) and is incorporated herein by reference.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES

Financial information about the Company's foreign and domestic
operations and export sales for the three years ended December 31, 1994, is
set forth in the Annual Report on pages 24 and 25 and in Notes 1, 3, 4, 13,
15, 16 and 18 of the Notes to the Financial Statements on pages 33, 34, 36,
38, 39, 40, 41, 42 and 43 and is incorporated herein by reference. See
also information as to the Company's foreign lead antiknock compounds
business under "DESCRIPTION OF BUSINESS" above.

Export sales from the United States to non-affiliates may be made
worldwide but are made primarily in the Far East, Latin America and Europe.
Foreign unaffiliated sales are made primarily in Europe, Canada, the Far
East and the Middle East.

The Company's foreign manufacturing facilities and laboratories are in
European and Asian countries with stable economies from which repatriation
of earnings has been successful. Product sales in other areas are normally
paid for through letters of credit or are prepaid. Customer relationships
mainly consist of financially viable governmental organizations and large
private companies.

The Company attempts to limit its exposure to changing foreign currency
exchange rates primarily through operational actions. The Company both
manufactures and purchases products from certain foreign companies giving
it a cost basis to offset its revenue exposures in its foreign operations.
The foreign currency exposure risk has been relatively low. Since the
Company's policy is to monitor its exposures and keep them at a minimum,
the practice of using external hedging transactions is used infrequently.

Item 2. PROPERTIES

The following is a brief description of the principal plants and related
facilities of the Company, all of which are owned except as stated below.

LOCATION PRINCIPAL OPERATIONS
Bracknell, Berkshire, England Research and testing activities

Feluy, Belgium Production of lubricant additives

Houston, Texas Production of lubricant additive
dispersants and blends and other
petroleum additives

Natchez, Mississippi Production of lubricant additives,
mainly detergents

Orangeburg, South Carolina Production of fuel additives, including
(Leased Land) diesel fuel cetane improver

Richmond, Virginia Research and testing activities

Sarnia, Ontario, Canada Production of lubricant additives,
cold flow improvers and diesel fuel
cetane improver

Sauget, Illinois Production of lubricant additives,
including detergents, dispersants,
antioxidants, antiwear agents,
crankcase packages, transmission and
gear packages and friction reducers

The Company receives its lead antiknock compounds under a long-term
supply agreement with Octel, as discussed on Page 5. The Company
receives its MMT under a long-term supply agreement with Albemarle, as
discussed on pages 6 and 20.

The Company is obtaining lubricant additives, including crankcase
packages and certain components, under a long-term supply agreement with
a subsidiary of Mitsubishi Kasei Corporation from its petroleum
additives plant in Yokkaichi, Japan. The Company also has a long-term
services agreement for research and product development and customer
technical services activities at the research facility associated with
the petroleum additives plant in Yokkaichi, Japan.

The Company is partially replacing the manufacturing capacity of
Amoco's Wood River, Illinois, lubricant and fuel additives plant from
which the Company currently is receiving products under a supply
agreement that runs until June 30, 1995. Some of the new and more
efficient replacement facilities started up in late 1994 at Sauget,
Illinois, and Natchez, Mississippi. Additional new and more efficient
facilities are scheduled for start-up in 1995 at Houston, Texas, and
Feluy, Belgium.

The Company also receives certain other miscellaneous products under
various term supply contracts.

The Company believes that its plants, including approved expansions,
as well as contract manufacturing under long-term supply agreements, are
more than adequate to meet projected sales levels. Operating rates of
certain plants vary with product mix and normal seasonal sales swings.
The Company believes that its plants generally are well maintained and
in good operating condition.

The Company owns its corporate headquarters offices in Richmond,
Virginia, and its regional offices in Bracknell, Berkshire, England.
The Company leases its regional offices in Brussels, Belgium;
Mississauga, Ontario, Canada; Sydney, Australia; Singapore; and Tokyo,
Japan, as well as various sales and other offices.

Research and product-development activities at St. Louis, Missouri,
have been phased out and replaced with the $70-million lubricant and
fuel additives research and product-development facility in Richmond,
Virginia. All expenses in connection with the discontinuance of the St.
Louis operations have been fully provided for.

Item 3. LEGAL PROCEEDINGS

The Company and its subsidiaries are involved from time to time in
legal proceedings of types regarded as common in the Company's
businesses, particularly administrative or judicial proceedings seeking
remediation under environmental laws, such as Superfund, and product
liability litigation. Previous Form 10-K filings have made reference to
a product liability suit brought in 1992 against Ethyl, another chemical
company and various real estate interests in a Minnesota state court.
This suit alleged that two Minneapolis children were injured by
ingesting soil and dust containing lead from peeling paint and
automotive emissions. The real estate defendants paid the plaintiffs to
end the litigation premised on leaded paint. Ethyl and the other
chemical company, however, refused to pay the plaintiffs anything
whatsoever and vigorously defended against claims based on leaded
gasoline. In August 1994, the plaintiffs decided simply to abandon the
litigation against Ethyl and the other chemical company. The suit was
then dismissed with prejudice.

While it is not possible to predict or determine the outcome of the
proceedings presently pending in other cases, in the Company's opinion
they will not ultimately result in any liability that would have a
material adverse effect upon the results of operations or financial
condition of the Company and its subsidiaries on a consolidated basis.

ADDITIONAL INFORMATION - EXECUTIVE OFFICERS OF THE COMPANY

The names and ages of all executive officers of the Company, as of
March 25, 1995, are set forth on the following pages. The term of office
of each such officer is until the meeting of the Board of Directors
following the next annual shareholders meeting (April 13, 1995). All of
such officers have been employed by the Company for at least the last
five years, with the exceptions of Thomas E. Gottwald, who rejoined the
Company August 1, 1991, following two years as General Manager of
Tredegar Film Products, a division of Tredegar Industries, Inc., which
was spun off to Ethyl shareholders in mid-1989, following assignments
with Ethyl in Corporate Business Development and Strategic Planning; and
Christopher Hicks, who joined the Company on May 1, 1994, after five
years as a partner in the Washington law firm of Anderson, Hibey &
Blair, three years as general counsel of the U.S. Department of
Agriculture, and five years on the White House staff, including service
as deputy assistant to the President.

Name Age Office

*Bruce C. Gottwald 61 Chairman of the Board and
of the Executive
Committee, Chief
Executive Officer,
Director

*Floyd D. Gottwald, Jr. 72 Vice Chairman of the
Board, Director

*Charles B. Walker 56 Vice Chairman of the Board, Chief
Financial Officer and Treasurer, Director

*Thomas E. Gottwald 34 President and Chief Operating Officer,
Director

*William M. Gottwald, MD 47 Senior Vice President , Director

E. Whitehead Elmore 56 Special Counsel to the Company's Executive
Committee and Corporate Secretary

Sampson H. Bass, Jr. 65 Vice President - Secretary to the
Executive Committee

David A. Fiorenza 45 Vice President - Finance
and Controller

Christopher Hicks 44 Vice President - Government Relations

C. S. Warren Huang 45 Vice President - Research and Development

Donald R. Lynam 56 Vice President - Air Conservation

Steven M. Mayer 52 Vice President and General Counsel

Ian A. Nimmo 53 Vice President - Lubricant Additives

Henry C. Page, Jr. 56 Vice President - Human Resources

Newton A. Perry 52 Vice President - Fuel Additives

A. Prescott Rowe 57 Vice President - External Affairs

* Member of the Executive Committee

Floyd D. Gottwald, Jr., and Bruce C. Gottwald are brothers. William M.
Gottwald, MD, is a son of Floyd D. Gottwald, Jr. Thomas E. Gottwald is a
son of Bruce C. Gottwald.

Certain Agreements Between Albemarle and Ethyl

At the close of business on February 28, 1994, ("the Distribution
Date") Ethyl Corporation distributed to its common stock shareholders
all of the common stock ("the Distribution") of Albemarle Corporation
("Albemarle"). These businesses which are now Albemarle in the past
engaged in numerous transactions with Ethyl. Although Ethyl continues
to provide certain support services to Albemarle, and Albemarle provides
certain support services to Ethyl, most of such services are expected
ultimately to be discontinued. In addition to these services, for a
more extended period of time, Albemarle will continue to provide
services to Ethyl at Orangeburg, South Carolina, and Feluy, Belgium, and
Albemarle and Ethyl will continue to exchange services at Houston,
Texas.

Orangeburg, South Carolina, Agreements

The Orangeburg, South Carolina, plant includes facilities for the
production of petroleum additives. After the Distribution on February
28, 1994, Albemarle began operating for Ethyl certain facilities owned
by Ethyl that produce petroleum additives ("the Orangeburg Additives
Facility") for a period of 10 years, with an option by Ethyl to extend
for an additional 10 years. Albemarle owns the land on which Ethyl's
Orangeburg Additives Facility is located. In conjunction with
Albemarle's operation of the Orangeburg Additives Facility for Ethyl,
Albemarle leases the land to Ethyl for a period of 10 years, with an
option by Ethyl to extend for an additional 10 years. Under the
operating agreement relating to the Orangeburg Additives Facility (the
"Orangeburg Operating Agreement"), Albemarle produces certain petroleum
additive products meeting Ethyl's specifications and provides certain
services and utilities customarily used by or reasonably necessary to
maintain the Orangeburg Additives Facility in accordance with design
capacity. At its option and upon 180 days' notice, Ethyl may assume
responsibility for the operation of the Orangeburg Additives Facility,
in which event Albemarle would continue to provide certain services and
utilities for that facility. Ethyl reimburses Albemarle for certain
costs specified in the Orangeburg Operating Agreement and pays to
Albemarle a monthly operating fee based on a percentage of such
reimbursable costs. Albemarle also produces MMT for Ethyl under a
supply contract in facilities owned by Albemarle. Albemarle also is
licensed by Ethyl, subject to certain restrictions, to produce and sell
MMT for its own account to the extent of any excess not set aside for
Ethyl under the supply contract.

Albemarle and Ethyl have a separate blending services agreement
("Orangeburg Blending Agreement"), pursuant to which Albemarle provides
storage, blending and packaging services to Ethyl in connection with the
operation of the Orangeburg Additives Facility. The term of the
Orangeburg Blending Agreement is 10 years, and Ethyl has the option to
extend for an additional 10 years. Pursuant to the Orangeburg Blending
Agreement, Ethyl reimburses Albemarle for specified costs associated
with the blending operations and pays Albemarle a monthly operating fee
based on a percentage of such reimbursable costs. Pursuant to an
antioxidant supply agreement, Albemarle produces antioxidants for Ethyl
at the Orangeburg plant. Ethyl reimburses Albemarle for specified
production costs and pays a monthly fee. The antioxidant supply
agreement is for 10 years, and Ethyl has the option to extend for an
additional 10 years.

Houston, Texas, Agreement

The Houston, Texas, plant includes facilities for the production of
petroleum additives. Since the Distribution on February 28, 1994, Ethyl
has owned the petroleum additives facility at the Houston plant,
including land, ("the Houston Additives Facilities"), and Albemarle owns
the other facilities, including land.

Albemarle and Ethyl have a reciprocal agreement (the "Houston
Services Agreement"), with respect to the operation of Ethyl's Houston
Additives Facilities and Albemarle's chemical operations adjoining the
Houston Additives Facilities. Pursuant to the Houston Services
Agreement, Ethyl provides to Albemarle certain services and utilities
related to Albemarle's chemicals operations in Houston, while Albemarle
provides to Ethyl certain services and utilities related to Ethyl's
petroleum additives operations in Houston. The term of the Houston
Services Agreement is 10 years, but any party receiving services and
utilities may terminate one or more of such services or utilities upon
giving 60 days' notice to the other party or may terminate all such
services and utilities upon giving 180 days' notice to the other party.
Each party also has the right to extend for an additional 10 years the
Houston Services Agreement with respect to the services and utilities
that it is receiving. Each party providing services receives from the
other party reimbursement of specified costs and a monthly service fee
based on a percentage of such reimbursable costs.

Feluy, Belgium, Agreement

The Feluy, Belgium, site includes facilities for the production of
petroleum additives, olefins and derivatives and specialty chemicals.
Since the Distribution on February 28, 1994, Ethyl through a subsidiary
has owned and operated the petroleum additives facility (the "Feluy
Additives Facility"), and Albemarle through a subsidiary owns the
facilities that produce olefins and derivatives and specialty chemicals.

The subsidiaries of Albemarle and Ethyl have an agreement (the "Feluy
Services Agreement"), with respect to the operation of the Feluy
Additives Facility. Pursuant to the Feluy Services Agreement,
Albemarle's subsidiary provides to Ethyl's subsidiary certain services
and utilities related to the petroleum additives operation in Feluy.
The term of the Feluy Services Agreement is 10 years, but Ethyl may
terminate one or more of such services or utilities upon giving 60 days'
notice to Albemarle or may terminate all of such services and utilities
upon giving 180 days' notice to Albemarle. Ethyl also has the right to
extend the Feluy Services Agreement for an additional 10 years.
Albemarle receives from Ethyl reimbursement of specified costs and a
monthly service fee based on a percentage of such reimbursable costs.

Indemnification and Tax-Sharing Agreements

Pursuant to an indemnification agreement between Ethyl and Albemarle,
Ethyl indemnifies Albemarle for losses to Albemarle after the
Distribution Date of February 28, 1994, resulting from the conduct of
Ethyl's businesses, including certain environmental liabilities, before
and after the Distribution on February 28, 1994, and Albemarle
indemnifies Ethyl for losses to Ethyl after the Distribution of February
28, 1994, resulting from the conduct of the Albemarle's businesses,
including certain environmental liabilities, before and after the
Distribution Date. Tax liabilities, and related indemnification, are
covered under a tax sharing agreement. Under that agreement Ethyl is
responsible for the taxes of Ethyl's businesses and Albemarle's
businesses for periods prior to the Distribution on February 28, 1994,
except with respect to taxes attributable to subsidiaries of Ethyl that
became subsidiaries of Albemarle in connection with the Distribution on
February 28, 1994. Albemarle is responsible for the taxes of its
businesses for periods after February 28, 1994.

PART II

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

The information contained on page 27 of the Annual Report under the
captions "Dividend Information & Equity Per Common Share" and "Market
Prices of Common Stock & Shareholder Data" and on pages 34, 37 and 38
of the Annual Report in Notes 1 and 12 of the Notes to Financial
Statements is incorporated herein by reference.

Item 6. SELECTED FINANCIAL DATA

The information for the five years ended December 31, 1994, contained
in the Five-Year Summary on pages 44 and 45 of the Annual Report is
incorporated herein by reference.

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

The textual and tabular information concerning the years 1994, 1993
and 1992 contained in the "1994 Financial Review" section on pages 14
through 25 of the Annual Report (and the related notes on page 26) are
incorporated herein by reference.

Information on 1993 restructuring costs, which is in addition to that
included in the 1994 Annual Report, is as follows:

The $36.1 million of consolidated special charges in 1993 ($22.4
million after income taxes, or $.19 per share) resulted from the
development of a company-wide restructuring plan which was designed to
focus the Company on certain business operations, reduce operating costs
and position the Company for maximum growth potential. These special
charges would not have occurred without this restructuring plan.

The $14.2 million charge, which related to the Company's decision to
cease production at the Canadian antiknock facility in 1994, included an
$11.4 million noncash charge for facility writedown, which will reduce
depreciation and amortization by about $1.5 million a year, but which
will be substantially offset by higher per unit cost of the lead
antiknock fluids obtained through the Octel Agreement. Expenditures
related to the $7.6 million early-retirement and work-force-reduction
charge were substantially completed in early 1994, and expenditures for
the $8.3 million charge for the relocation of certain research and
development and administrative groups, primarily petroleum additives,
were substantially completed by year-end 1994. The differences between
amounts accrued and costs incurred were DE MINIMIS.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements contained on pages 28 through
32, the Notes to Financial Statements contained on pages 33 through 43,
the Report of Independent Accountants on page 46 and the information
under the caption "Selected Quarterly Consolidated Financial Data
(Unaudited)" on page 26 of the Annual Report are incorporated herein by
reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Inapplicable.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information contained in the Proxy Statement under the caption
"Election of Directors" concerning directors and persons nominated to
become directors of the Company is incorporated herein by reference.
See "Additional Information -- Executive Officers of the Company" in
Part I above for information about the executive officers of the
Company.

Item 11. EXECUTIVE COMPENSATION

The information contained in the Proxy Statement under the caption
"Compensation of Executive Officers and Directors" concerning executive
compensation is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information contained in the Proxy Statement under the caption
"Stock Ownership" is incorporated herein by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained in the Proxy Statement under the caption
"Election of Directors," specifically in the last several paragraphs of
such section, is incorporated herein by reference.

PART IV

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

(a) (1) The following consolidated financial statements of the
Registrant, and related information, are included on pages 28 to 43 and
page 46 in the Annual Report and incorporated herein by reference in
Item 8:

Consolidated balance sheets as of December 31, 1994 and
December 31, 1993

Consolidated statements of income, shareholders' equity and
cash flows for the years ended December 31, 1994, 1993, and
1992

Notes to financial statements

Report of Independent Accountants

(a) (2) Financial Statement Schedules - none required.

(a) (3) Exhibits

The following documents are filed as exhibits to this Form 10-K
pursuant to Item 601 of Regulation S-K:

3.1 Restated Articles of Incorporation of the registrant
(filed as Exhibit 3.1 to the registrant's Report on
Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference thereto).

3.2 By-laws of the registrant.

4.1 $500 million Credit Agreement, dated as of February 16,
1994 (filed as Exhibit 4.1 to the registrant's Report
on Form 10-K for the year ended December 31, 1993, and
incorporated herein by reference thereto) as
supplemented by the Extension Agreement thereto dated
as of March 1, 1995, and filed herewith.

4.2 Indenture, dated as of June 15, 1985 (filed as Exhibit
4 to the registrant's Registration Statement on Form
S-3 filed on June 27, 1985, and incorporated herein by
reference thereto), as supplemented by the First
Supplemental Indenture dated as of June 15, 1986 (filed
as Exhibit 4.2 to the registrant's Registration
Statement on Form S-3 filed on June 12, 1986, and
incorporated herein by reference thereto), and the
Prospectus Supplement, dated as of September 16, 1988,
setting the terms for the public sale of $200,000,000
aggregate principal amount of its 9.8% Notes due
September 15, 1998 (filed on September 16, 1988, and
incorporated herein by reference thereto).

10.1 Bonus Plan of the registrant (filed as Exhibit 10.1 to
the registrant's Report on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference
thereto).

10.2 Incentive Stock Option Plan of the registrant (filed as
Exhibit 10.2 to the registrant's Report on Form 10-K
for the year ended December 31, 1992, and incorporated
herein by reference thereto).

10.3 Non-Employee Directors' Stock Acquisition Plan (filed
as Exhibit A to the registrant's Proxy Statement for
Annual Meeting of Shareholders filed on March 17, 1993,
and incorporated herein by reference thereto).

10.4 Excess Benefit Plan of the registrant (filed as Exhibit
10.4 to the registrant's Report on Form 10-K for the
year ended December 31, 1992, and incorporated herein
by reference thereto).

10.5 Supply Agreement, dated as of December 22, 1993,
between Ethyl Corporation and the Associated Octel
Company Limited (filed as Exhibit 99 on the
Registrant's Report on Form 8-K filed on February 17,
1994, and incorporated herein by reference thereto).

11.1 Computation of Earnings Per Share.

11.2 Computation of PRO FORMA Earnings Per Share.

13 The registrant's Annual Report to Shareholders for the
year ended December 31, 1994 (note 1).

22 List of subsidiaries of the registrant.

23 Consent of Independent Certified Public Accountants.

Note 1. With the exception of the information incorporated
in this Form 10-K by reference thereto, the Annual Report
shall not be deemed "filed" as part of this Form 10-K.

28 Trust Agreement Between Ethyl Corporation and Nations
Bank of Virginia, N.A. (filed as Exhibit 28 to the
registrant's Report on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference
thereto).

99 Form 8-K filed on February 25, 1994 (filed as Exhibit
99 to the registrant's Report on Form 10-K for the year
ended December 31, 1993).

(b) None filed.

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.

ETHYL CORPORATION
(Registrant)

By: /s/ Bruce C. Gottwald

Bruce C. Gottwald
Chairman of the Board

Dated: February 23, 1995

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 indicated as of February
23, 1995.

Signature Title

/s/ Bruce C. Gottwald Chairman of the Board,
(Bruce C. Gottwald) Chairman of the Executive
Committee, Chief Executive
Officer and Director
(Principal Executive Officer)

/s/ Charles B. Walker Vice Chairman of the Board,
(Charles B. Walker) Treasurer, Chief Financial
Officer and Director
(Principal Financial Officer)

/s/ David A. Fiorenza Vice President - Finance and
(David A. Fiorenza) Controller (Principal
Accounting Officer)

/s/ Lloyd B. Andrew Director
(Lloyd B. Andrew)

/s/ William W. Berry Director
(William W. Berry)

/s/ Allen C. Goolsby Director
(Allen C. Goolsby)

/s/ Bruce C. Gottwald, Jr. Director
(Bruce C. Gottwald, Jr.)

/s/ Floyd D. Gottwald, Jr. Vice Chairman of the Board
(Floyd D. Gottwald, Jr.) and Director

/s/ Thomas E. Gottwald President and Director
(Thomas E. Gottwald)

/s/ William M. Gottwald Senior Vice President
(William M. Gottwald) and Director

/s/ Gilbert M. Grosvenor Director
(Gilbert M. Grosvenor)

/s/ Andre B. Lacy Director
(Andre B. Lacy)

/s/ Emmett J. Rice Director
(Emmett J. Rice)

/s/ Sidney Buford Scott Director
(Sidney Buford Scott)

/s/ Phyllis L. Cothran Director
(Phyllis L. Cothran)

EXHIBIT INDEX

<Captions>
Number and Name of Exhibit Page Number

3.1 Restated Articles of Incorporated by reference -
Incorporation see Page 28

3.2 By-laws Pages 35 through 53

4.1 $500 million Credit Agreement, Incorporated by reference -
dated as of February 16, 1994, and see Page 28
Extension Agreement dated March 1, 1995 Pages 54 through 60

4.2 1988 $200,000,000 Debt Incorporated by reference -
Offering see Page 28

10.1 Bonus Plan Incorporated by reference -
see Page 29

10.2 Incentive Stock Option Incorporated by reference -
Plant see Page 29

10.3 Non-Employee Directors' Stock Incorporated by reference -
Acquisition Plan see Page 29

10.4 Excess Benefit Plan Incorporated by reference -
see Page 29

10.5 Supply Agreement between Ethyl Incorporated by reference -
Corporation & Associated Octel Company see Page 29