EXHIBIT 12.1 - STATEMENT REGARDING COMPUTATION OF FINANCIAL RATIOS

(Dollars in millions)




                                                          1998              1997             1996              1995
                                                                                                      
1.   NET INCOME AS A PERCENT OF
     SALES
                  A NET INCOME                            $ 70.4            $117.7           $128.3            $145.1
                  B NET SALES                             $465.0            $539.1           $597.4            $628.3

               A% OF B                                      15.1%             21.8%            21.5%             23.1%

2.   EFFECTIVE INCOME TAX RATE

                  C INCOME TAXES                          $ 41.5            $ 56.7           $ 63.8            $ 71.7
                  D INCOME BEFORE  
                    INCOME TAXES                          $111.9            $174.4           $192.1            $216.8

               C% OF D                                      37.1%             32.5%            33.2%             33.1%

3.   CURRENT RATIO
 
                  E CURRENT ASSETS                        $240.9            $282.7           $339.6            $314.9
                  F CURRENT LIABILITIES                   $205.2            $102.8           $123.5            $138.8

               E : F                                         1.2               2.7              2.7               2.3


 
EXHIBIT 13.2


           REPORT OF INDEPENDENT AUDITORS



Board of Directors and Stockholder
Octel Corp.


We have audited the accompanying combined balance sheet of the businesses that
comprise Octel Corp. as of December 31, 1997, and the related combined
statements of income, cash flows and stockholders' equity for each of the two
years in the period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of the businesses that
comprise Octel Corp. at December 31, 1997, and the combined results of their
operations and their cash flows for each of the two years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.


                                                  ERNST & YOUNG LLP


Indianapolis, Indiana
April 4, 1998

 
EXHIBIT 21.1

            SUBSIDIARIES OF REGISTRANT

1.    Octel Corp., a Delaware corporation
2.    Octel L.L.C., a Delaware corporation
3.    Octel America Inc., a Delaware corporation
4.    Octel International Ltd., a United Kingdom corporation
5.    Octel Developments PLC, a United Kingdom corporation
6.    Octel Trading Ltd., a United Kingdom corporation
7.    Octel Resources Ltd., a United Kingdom corporation
8.    Octel Associates, a United Kingdom corporation
9.    The Associated Octel Co. Ltd., a United Kingdom corporation
10.   Associated Octel Co. (Plant) Ltd., a United Kingdom corporation
11.   AKC Trading Ltd., a United Kingdom corporation
12.   AKC GmbH, a German corporation
13.   Octel France SAS, a French corporation
14.   Societa Italiana Additivi per Carburanti srl, an Italian corporation
15.   Octel Deutschland GmbH, a German corporation.