EXHIBIT 13.2


     17.1  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