8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 20, 2009

NEWMARKET CORPORATION

(Exact name of Registrant as specified in charter)

Virginia	1-32190	20-0812170
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

330 South Fourth Street, Richmond, Virginia	23219
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code (804) 788-5000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On April 20, 2009, NewMarket Corporation (the “Company”) entered into a Joinder Agreement (the “Agreement”) with Citizens Bank of Pennsylvania (“Citizens Bank”) and SunTrust Bank as administrative agent. The Joinder Agreement adds Citizens Bank as an additional Lender under the Company’s Second Amended and Restated Revolving Credit Agreement dated as of December 21, 2006 (as amended) (the “Credit Agreement”). Pursuant to the terms of the Joinder Agreement, Citizens Bank agreed to provide a $10 million commitment under the Credit Agreement.

As a result of the Joinder Agreement, the total facility commitment under the Credit Agreement is $129.25 million.

The Joinder Agreement contains representations, warranties, terms and conditions customary for transactions of this type.

This summary of the Joinder Agreement is qualified in its entirety by reference to the Joinder Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference.

Item 2.02. Results of Operations and Financial Condition.

On April 22, 2009, the Company issued a press release regarding its earnings for the first quarter ended March 31, 2009. A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events

On April 23, 2009, the Company issued a press release reporting that the Company’s Board of Directors had declared a dividend of 25 cents per share of the Company’s common stock, payable on July 1, 2009 to the Company’s shareholders of record as of June 15, 2009. This represents an increase of 5 cents per share over the previously paid dividend. A copy of this press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

10.1	Joinder Agreement dated April 20, 2009.
99.1	Press release regarding earnings issued by the Company on April 22, 2009.
99.2	Press release regarding dividend issued by the Company on April 23, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 23, 2009

NEWMARKET CORPORATION
By:	/s/ David A. Fiorenza
	David A. Fiorenza
	Vice President and Treasurer

Exhibit Index

Exhibit No.	Description
10.1	Joinder Agreement dated April 20, 2009.
99.1	Press release regarding earnings issued by the Company on April 22, 2009.
99.2	Press release regarding dividend issued by the Company on April 23, 2009.

EX-10.1

Exhibit 10.1

JOINDER AGREEMENT

THIS JOINDER AGREEMENT, dated as of the 20^th day of April, 2009 (the “Agreement”), to the Credit Agreement and the other Loan Documents referred to below is entered into by and among Citizens Bank of Pennsylvania (the “New Lender”), NEWMARKET CORPORATION, a Virginia corporation (the “Borrower”), and SUNTRUST BANK, as Administrative Agent (the “Administrative Agent”) on its behalf and on behalf of the other banks and lending institutions (the “Lenders”) from time to time party to the Second Amended and Restated Revolving Credit Agreement, dated as December 21, 2006, by and among the Borrower, the Lenders, the Administrative Agent, and SunTrust Bank, as Issuing Bank and as Swingline Lender (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, pursuant to Section 2.23 of the Credit Agreement, the Borrower has notified the Administrative Agent and each of the Lenders that the Borrower proposes to increase the Aggregate Revolving Commitments under the Credit Agreement by the amount of $10,000,000;

WHEREAS, the New Lender has agreed to join the Credit Agreement and other Loan Documents and to provide the additional Commitment requested by the Borrower; and

WHEREAS, the parties to this Agreement are entering into this Agreement for purposes of effecting the increase in the Aggregate Revolving Commitments requested by the Borrower, as contemplated by Section 2.23 of the Credit Agreement, and to join the New Lender to the Credit Agreement and other Loan Documents as contemplated by Section 10.4 of the Credit Agreement.

NOW, THEREFORE, IT IS AGREED:

1. By executing and delivering this Agreement, the New Lender, as provided in Section 10.4 of the Credit Agreement, hereby becomes a party to the Credit Agreement as a Lender thereunder with the same force and effect as if originally named therein as a Lender, and without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Lender thereunder and agrees to provide a Commitment to the Borrower under the Credit Agreement in the amount shown on Schedule I as of the Effective Date (as hereinafter defined) of this Agreement.

2. Each party hereto acknowledges and agrees that the Commitments of the New Lender and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders. After giving effect to the increased Commitment as provided in this Agreement, each party further acknowledges and agrees that (i) the Commitments in effect for all Lenders under the Credit Agreement shall be those shown on Schedule II attached to this Agreement, (ii) Schedule II attached to the Credit Agreement shall be amended and restated as set forth on Schedule II attached to this Agreement, and (iii) upon any increase in the aggregate amount of the Revolving Commitments that is not pro rata among all Lenders, any and all Base Rate Loans and Eurodollar Loans, and any and all Letters of Credit that are outstanding under the Credit Agreement on the Effective Date shall be subject to the provisions of Section 2.23(e) of the Credit Agreement.

3. Each party hereto agrees that this Agreement and the effectiveness of the increased Commitment as provided in this Agreement shall be subject to satisfaction by the Borrower of the following conditions and requirements:

(a) The Borrower shall have delivered to the Administrative Agent the following in form and substance satisfactory to the Administrative Agent:

(i) a counterpart of this Agreement signed by the New Lender, the Borrower and the Administrative Agent;

(ii) a duly executed Revolving Credit Note payable to the New Lender to the extent requested by the New Lender; and

(iii) a certification on behalf of the Borrower as of the Effective Date of this Agreement that (x) no Default or Event of Default then exists, (y) all representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects on such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and (z) since the date of the most recent financial statements of the Borrower delivered to the Administrative Agent under Section 5.1 of the Credit Agreement, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect.

(b) The Borrower shall have paid to the New Lender a fee equal to 0.50% of the Commitment of the New Lender.

(c) The Borrower shall have paid to the Administrative Agent all reasonable, out-of-pocket costs and expenses incurred by the Administrative Agent in connection with this Agreement and the transactions contemplated herein, including without limitation, all reasonable fees and expenses of counsel for the Administrative Agent.

The date on which the foregoing conditions have been satisfied shall be the “Effective Date” of this Agreement.

4. The Borrower represents and warrants to the Administrative Agent and the Lenders that this Agreement has been duly authorized, executed and delivered by the Borrower, and that the Credit Agreement, as supplemented and amended hereby, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

5. The Administrative Agent and Required Lenders have waived the thirty (30) days’ written notice requirement of Section 2.23(a) of the Credit Agreement.

6. Except as supplemented and amended hereby, the Credit Agreement and all other documents executed in connection therewith shall remain in full force and effect. The Credit Agreement, as supplemented and amended hereby, and all rights, powers and obligations created thereby or thereunder and under the Loan Documents and all such other documents executed in connection therewith are in all respects ratified and confirmed.

7. This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. This Agreement constitutes the entire agreement among the parties hereto regarding the subject matter hereof and supersedes all prior agreements and understandings, oral or written, regarding such subject matter.

8. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

IN WITNESS WHEREOF, the New Lender and the Borrower have caused this Agreement to be duly executed and delivered by their respective authorized officers and representatives, and the Administrative Agent, for the benefit of the New Lender, and all other Lenders under the Credit Agreement, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

Citizens Bank of Pennsylvania, as New Lender
By:	/s/ Leslie D. Broderick
Name:	Leslie D. Broderick
Title:	Senior VP
NewMarket Corporation, as Borrower
By:	/s/ David A. Fiorenza
Name:	David A. Fiorenza
Title:	Vice President, Treasurer & Principal Financial Officer

ACCEPTED THIS 20th DAY OF APRIL, 2009:
SunTrust Bank, as Administrative Agent
By:	/s/ Mark A. Flatin
Name:	Mark A. Flatin
Title:	Managing Director

ACKNOWLEDGMENT AND AGREEMENT

The undersigned, NEWMARKET CORPORATION, as Borrower and each of the subsidiaries of the Borrower listed on Schedule A hereto (each a “Guarantor” and collectively the “Guarantors”) acknowledge the execution, delivery and effectiveness of the foregoing Joinder Agreement dated as of April 20, 2009 (the “Agreement”) entered into pursuant to the terms of that certain Second Amended and Restated Revolving Credit Agreement, dated as of December 21, 2006, as amended by the First Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of September 26, 2008, as amended by the Second Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of March 24, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and hereby acknowledge, confirm and agree as follows: (i) the Amended and Restated Subsidiary Guaranty Agreement, dated as of December 21, 2006, previously executed and delivered by the undersigned in respect of the obligations of the Borrower pursuant to the Credit Agreement remains in full force and effect on and after the date hereof, after giving effect to the increased Revolving Commitment as provided in the Agreement, (ii) the Obligations as provided in such Amended and Restated Subsidiary Guaranty Agreement shall include, without limitation, all borrowings and other extensions of credit made pursuant to the Revolving Commitments as so supplemented and increased, and (iii) nothing contained in the Agreement shall in any way be deemed to limit, discharge, release or otherwise affect the obligations and liabilities of the undersigned pursuant to such Amended and Restated Subsidiary Guaranty Agreement, all of which obligations and liabilities remain in full force and effect as provided therein and herein.

This Acknowledgment and Agreement made and entered into effective as of April 20, 2009.

[Signature Pages Follow]

NEWMARKET CORPORATION
By:	/s/ David A. Fiorenza
Name:	David A. Fiorenza
Title:	Vice President, Treasurer, & Principal Financial Officer
ETHYL CORPORATION
By:	/s/ Wayne C. Drinkwater
Name:	Wayne C. Drinkwater
Title:	Vice President and Treasurer
AFTON CHEMICAL ADDITIVES CORPORATION
By:	/s/ M. Rudolph West
Name:	M. Rudolph West
Title:	Secretary and Treasurer
ETHYL CANADA HOLDINGS, INC.
By:	/s/ M. Rudolph West
Name:	M. Rudolph West
Title:	Secretary and Treasurer
AFTON CHEMICAL CORPORATION
By:	/s/ David A. Fiorenza
Name:	David A. Fiorenza
Title:	Treasurer
AFTON CHEMICAL JAPAN HOLDINGS, INC.
By:	/s/ M. Rudolph West
Name:	M. Rudolph West
Title:	Secretary and Treasurer
THE EDWIN COOPER CORPORATION
By:	/s/ M. Rudolph West
Name:	M. Rudolph West
Title:	Secretary and Treasurer

[SIGNATURE PAGE TO ACKNOWLEDGEMENT AND AGREEMENT TO

JOINDER AGREEMENT]

AFTON CHEMICAL INTANGIBLES LLC
By:	/s/ C.S. Warren Huang
Name:	C.S. Warren Huang
Title:	Manager
NEWMARKET SERVICES CORPORATION
By:	/s/ David A. Fiorenza
Name:	David A. Fiorenza
Title:	Vice President & Principal Financial Officer
NEWMARKET INVESTMENT COMPANY
By:	/s/ David A. Fiorenza
Name:	David A. Fiorenza
Title:	Vice President & Principal Financial Officer
AFTON CHEMICAL ASIA PACIFIC LLC
By:	/s/ C.S. Warren Huang
Name:	C.S. Warren Huang
Title:	Manager
AFTON CHEMICAL CANADA HOLDINGS, INC.
By:	/s/ M. Rudolph West
Name:	M. Rudolph West
Title:	Secretary and Treasurer

[SIGNATURE PAGE TO ACKNOWLEDGEMENT AND AGREEMENT TO

SUPPLEMENT AGREEMENT]

ETHYL EXPORT CORPORATION
By:	/s/ M. Rudolph West
Name:	M. Rudolph West
Title:	Secretary and Treasurer
ETHYL INTERAMERICA CORPORATION
By:	/s/ M. Rudolph West
Name:	M. Rudolph West
Title:	Secretary and Treasurer
ETHYL VENTURES, INC.
By:	/s/ M. Rudolph West
Name:	M. Rudolph West
Title:	Secretary and Treasurer
INTERAMERICA TERMINALS CORPORATION
By:	/s/ M. Rudolph West
Name:	M. Rudolph West
Title:	Secretary and Treasurer
ETHYL ASIA PACIFIC LLC
By:	/s/ Wayne C. Drinkwater
Name:	Wayne C. Drinkwater
Title:	Manager
OLD TOWN LLC
By:	/s/ Bruce R. Hazelgrove, III
Name:	Bruce R. Hazelgrove, III
Title:	Manager

[SIGNATURE PAGE TO ACKNOWLEDGEMENT AND AGREEMENT TO

SUPPLEMENT AGREEMENT]

Schedule A

to

Acknowledgement and Agreement to Supplement Agreement

Guarantor(s)	Address
Afton Chemical Additives Corporation	330 South 4th Street, Richmond, Virginia 23219
Afton Chemical Asia Pacific LLC	330 South 4th Street, Richmond, Virginia 23219
Afton Chemical Canada Holdings, Inc.	330 South 4th Street, Richmond, Virginia 23219
Afton Chemical Corporation	330 South 4th Street, Richmond, Virginia 23219
Afton Chemical Japan Holdings, Inc.	330 South 4th Street, Richmond, Virginia 23219
Afton Chemical Intangibles LLC	330 South 4th Street, Richmond, Virginia 23219
The Edwin Cooper Corporation	330 South 4th Street, Richmond, Virginia 23219
Ethyl Asia Pacific LLC	330 South 4th Street, Richmond, Virginia 23219
Ethyl Canada Holdings, Inc.	330 South 4th Street, Richmond, Virginia 23219
Ethyl Corporation	330 South 4th Street, Richmond, Virginia 23219
Ethyl Export Corporation	330 South 4th Street, Richmond, Virginia 23219
Ethyl Interamerica Corporation	330 South 4th Street, Richmond, Virginia 23219
Ethyl Ventures, Inc.	330 South 4th Street, Richmond, Virginia 23219
Interamerica Terminals Corporation	330 South 4th Street, Richmond, Virginia 23219
NewMarket Investment Company	330 South 4th Street, Richmond, Virginia 23219
NewMarket Services Corporation	330 South 4th Street, Richmond, Virginia 23219
Old Town LLC	330 South 4th Street, Richmond, Virginia 23219

Schedule I

NEW REVOLVING COMMITMENT

New Lender	New Revolving Commitment
Citizens Bank of Pennsylvania	$	10,000,000

[SIGNATURE PAGE TO ACKNOWLEDGEMENT AND AGREEMENT TO

SUPPLEMENT AGREEMENT]

Schedule II

COMMITMENT AMOUNTS*

Lender	Revolving Commitment Amount		Pro Rata Share
SunTrust Bank	$	34,000,000	26.3	%
PNC Bank, National Association	$	28,250,000	21.9	%
Bank of America, N.A.	$	26,000,000	20.1	%
General Electric Capital Corporation	$	21,000,000	16.3	%
RZB Finance LLC	$	10,000,000	7.7	%
Citizens Bank of Pennsylvania	$	10,000,000	7.7	%
TOTAL	$	129,250,000

* Effective as of April 20, 2009

[SIGNATURE PAGE TO ACKNOWLEDGEMENT AND AGREEMENT TO

SUPPLEMENT AGREEMENT]

EX-99.1

Exhibit 99.1

NEWMARKET CORPORATION REPORTS RECORD FIRST QUARTER RESULTS

• Net Income Increases 45 Percent; Earnings Per Share Up 48 Percent

• Petroleum Additives Operating Profit Improves 33 Percent

Richmond, VA, April 22, 2009 – NewMarket Corporation (NYSE – NEU) President and Chief Executive Officer, Thomas E. Gottwald, released the following earnings report of the company’s operations for the first quarter of 2009.

Net income for the first quarter of 2009 increased to $28.7 million, or $1.88 per share, an improvement of 45 percent over net income for the first quarter of 2008 of $19.8 million, or $1.27 per share.

The first quarter results reflect strong improvement in petroleum additives operating profit which increased to a record $50.1 million, 33 percent higher than operating profit in the first quarter 2008 of $37.7 million. While lubricant additive profits were flat in the quarter to quarter comparison, fuel additive profits increased due to improvements in our product portfolio, increased market coverage, and stability in market demand in an environment of rapidly declining raw material costs. In addition, lower cost in R&D, sales and administrative, and plant spending, contributed to the profit improvement.

During the second half of 2007 and most of 2008, rising raw material costs had a significant negative impact on our profitability. In the first quarter 2009, we benefited from lower raw material costs. As we have previously communicated, our margins are reduced during rapidly rising raw material cost environments and expand somewhat when they drop. Throughout the quarter, we have adjusted the sales prices of many of our products to reflect market conditions.

The impact of the worldwide economic slowdown coupled with destocking of inventories by many of our customers resulted in petroleum additives sales in the first quarter of 2009 of $334.8 million, or a reduction of 12 percent compared to sales in the first quarter 2008 of $380.6 million. The lower sales include a 26 percent reduction in quantities shipped which were especially weak in the first two months of the current quarter. With our petroleum additives products being nondiscretionary to a large degree and vital to the performance of modern machinery, we believe shipping volumes will continue to increase as this destocking process is completed. The drop in shipments was almost entirely in the lubricant additives portion of our business. We are very pleased to see our investments in the fuel additive area showing benefits. These investments have strengthened our product offering, expanded our customer reach, and provided our customers with more cost effective solutions.

At the end of the first quarter 2009, our cash position has increased to $59.5 million from the end of year 2008 cash balances of $21.8 million. The increase in cash of $37.7 million reflects the significant decrease in inventory and other working capital requirements totaling $51 million during first quarter 2009. During the first quarter 2009, we also repaid $41.9 million on our revolving credit agreement leaving this facility with no draw debt outstanding at the end of the quarter.

Our company is performing well in this very challenging economic environment, and we are pleased with the speed at which our team has been able to adjust to changing market conditions. Our financial position is strong, enhancing our capability to weather near term storms, invest for future growth and improve shareholder value.

Sincerely,

Thomas E. Gottwald

As a reminder, a conference call and Internet webcast is scheduled for 10 a.m. EDT on Friday, April 24, 2009, to review first quarter 2009 financial results. You can access the conference call live by dialing 1-877-407-8035 (domestic) or 1-201-689-8035 (international) and requesting the NewMarket conference call. To avoid delays, callers should dial in five minutes early. The call will also be broadcast via the Internet and can be accessed through the company’s website at www.NewMarket.com or www.investorcalendar.com. A teleconference replay of the call will be available until April 29, 2009 at 11:59 p.m. EDT by dialing 1-877-660-6853 (domestic) and 1-201-612-7415 (international). The account number is 286. The conference ID number is 318182. A webcast replay will be available for 30 days.

NewMarket Corporation through its subsidiaries, Afton Chemical Corporation and Ethyl Corporation, develops, manufactures, blends, and delivers chemical additives that enhance the performance of petroleum products. From custom-formulated chemical blends to market-general additive components, the NewMarket family of companies provides the world with the technology to make fuels burn cleaner, engines run smoother and machines last longer.

Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.

Factors that could cause actual results to differ materially from expectations include, but are not limited to: changes in the demand for our products; increases in product cost and our ability to increase prices; timing of sales orders; gain or loss of significant customers; competition from other manufacturers and resellers; resolution of environmental liabilities; significant changes in new product introduction; the impact of fluctuations in foreign exchange rates on reported results of operations; changes in various markets; geopolitical risks in certain of the countries in which we conduct business; our ability to complete construction and obtain permanent long-term financing of the office building for MeadWestvaco within budget and in a timely manner; and other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Item 1A, “Risk Factors” of our 2008 Annual Report on Form 10-K, which is available to shareholders upon request.

You should keep in mind that any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect the company. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.

FOR INVESTOR INFORMATION CONTACT:

David A. Fiorenza Investor Relations
Phone:	804.788.5555
Fax:	804.788.5688
Email:	investorrelations@newmarket.com

NEWMARKET CORPORATION AND SUBSIDIARIES

SEGMENT RESULTS AND OTHER FINANCIAL INFORMATION

(In millions except per share amounts, unaudited)

	Three Months Ended March 31
	2009			2008
Net sales:
Petroleum additives	$	334.8		$	380.6
All other (a)		2.3			1.7
Total	$	337.1		$	382.3
Segment operating profit:
Petroleum additives (b)		50.1			37.7
All other (a)		(0.7	)		(1.4	)
Segment operating profit		49.4			36.3
Corporate unallocated expense		(3.5	)		(3.9	)
Interest and financing expenses		(2.9	)		(3.0	)
Other income, net		0.0			0.6
Income before income tax expense	$	43.0		$	30.0
Net income	$	28.7		$	19.8
Basic earnings per share	$	1.89		$	1.28
Diluted earnings per share	$	1.88		$	1.27

Notes to Segment Results and Other Financial Information

(a) “All other” includes the continuing results of our TEL business, certain contract manufacturing of Ethyl Corporation, and the real estate development activities.

(b) Petroleum additives segment operating profit in 2008 includes a gain of $3.2 million from a class action lawsuit related to raw materials.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts, unaudited)

	Three Months Ended March 31
	2009			2008
Net sales	$	337,128		$	382,350
Cost of goods sold (a)		246,054			300,747
Gross profit		91,074			81,603
Selling, general, and administrative expenses		26,267			28,773
Research, development, and testing expenses		18,754			20,229
Operating profit		46,053			32,601
Interest and financing expenses		2,936			3,015
Other (expense) income, net		(80	)		379
Income before income tax expense		43,037			29,965
Income tax expense		14,349			10,193
Net income		28,688			19,772
Basic earnings per share	$	1.89		$	1.28
Diluted earnings per share	$	1.88		$	1.27
Shares used to compute basic earnings per share		15,203			15,459
Shares used to compute diluted earnings per share		15,241			15,558
Cash dividends declared per share	$	0.20		$	0.20

Notes to Consolidated Statements of Income

(a) Cost of goods sold in 2008 includes a gain of $3.2 million from a class action lawsuit related to raw materials.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	March 31 2009			December 31 2008
ASSETS
Current assets:
Cash and cash equivalents	$	59,510		$	21,761
Trade and other accounts receivable, less allowance for doubtful accounts ($1,141 - 2009; $1,141 - 2008)		193,830			203,551
Inventories		159,757			201,072
Deferred income taxes		13,561			14,090
Prepaid expenses and other current assets		8,797			5,704
Total current assets		435,455			446,178
Property, plant and equipment, at cost		859,249			848,011
Less accumulated depreciation and amortization		605,924			606,275
Net property, plant and equipment		253,325			241,736
Prepaid pension cost		21			159
Deferred income taxes		39,704			37,744
Other assets and deferred charges		35,948			31,566
Intangibles, net of amortization and goodwill		51,688			54,069
Total assets	$	816,141		$	811,452
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	80,636		$	60,505
Accrued expenses		55,733			63,715
Dividends payable		2,740			2,646
Book overdraft		2,526			999
Long-term debt, current portion		796			784
Income taxes payable		12,280			7,264
Total current liabilities		154,711			135,913
Long-term debt		200,820			236,378
Other noncurrent liabilities		146,942			148,038
Shareholders’ equity
Common stock and paid in capital (without par value) Issued and Outstanding - 15,204,207 in 2009 and 15,199,207 in 2008		137			115
Accumulated other comprehensive loss		(98,874	)		(95,750	)
Retained earnings		412,405			386,758
		313,668			291,123
Total liabilities and shareholders’ equity	$	816,141		$	811,452

EX-99.2

Exhibit 99.2

NEWMARKET CORPORATION DECLARES QUARTERLY DIVIDEND

Richmond, VA, April 23, 2009 -The Board of Directors of NewMarket Corporation (NYSE:NEU) declared a quarterly dividend in the amount of 25 cents per share on the common stock of the Corporation. The dividend is payable July 1, 2009 to NewMarket shareholders of record at the close of business on June 15, 2009. This represents an increase of 5 cents per share over the previously paid dividend.

NewMarket Corporation through its subsidiaries, Afton Chemical Corporation and Ethyl Corporation, develops, manufactures, blends, and delivers chemical additives that enhance the performance of petroleum products. From custom-formulated chemical blends to market-general additive components, the NewMarket family of companies provides the world with the technology to make fuels burn cleaner, engines run smoother and machines last longer.

Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.

Factors that could cause actual results to differ materially from expectations include, but are not limited to: changes in the demand for our products; increases in product cost and our ability to increase prices; timing of sales orders; gain or loss of significant customers; competition from other manufacturers and resellers; resolution of environmental liabilities; significant changes in new product introduction; the impact of fluctuations in foreign exchange rates on reported results of operations; changes in various markets; geopolitical risks in certain of the countries in which we conduct business; our ability to complete construction and obtain permanent long term financing of the office building for MeadWestvaco Corporation within budget and in a timely manner; and other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Item 1A, “Risk Factors” of our 2008 Annual Report on Form 10-K, which is available to shareholders upon request.

You should keep in mind that any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect the company. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.

FOR INVESTOR INFORMATION CONTACT:

David A. Fiorenza Investor Relations
Phone:	804.788.5555
Fax:	804.788.5688
Email:	investorrelations@newmarket.com