[Form of Press Release]


               Octel Corp. and Baupost Sign Stand Still Agreement
               --------------------------------------------------



NEWARK, DELAWARE, July 21, 2000 - Octel Corp. (NYSE:OTL) today announced an
amendment of its Rights Plan, raising the threshold level of its acquiring
person provision from 15% to 22%.  In addition, Octel announced that it had
entered into a Stand-Still Agreement with the Baupost Group LLC, currently its
largest shareholder.  The agreement limits the number of shares of the Company
that Baupost can purchase to 22% of the outstanding voting securities, subject
to adjustments for repurchases of its common stock made by the Company.