UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549

                              FORM 10-Q/A

        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended June 30, 1994


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


           Ohio                                       34-0367600          
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)


                          29400 Lakeland Boulevard
                         Wickliffe, Ohio  44092-2298     
                  (Address of principal executive offices)
                                 (Zip Code)



                              (216) 943-4200                   
           (Registrant's telephone number, including area code)


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 and 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 the past 90 days.

                    Yes   [ X ]         No   [   ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of July 31, 1994:  65,650,764





                     PART II.  OTHER INFORMATION




Item 4.  Submission of Matters to a Vote of Security Holders

         The Annual Meeting of Shareholders of the Corporation was held
April 25, 1994.  The following matters were voted on by the shareholders:

         1.  Election of directors:

             (a)  Edward F. Bell.  The vote was
                  57,456,384 shares for and 455,794
                  shares to withhold authority.

             (b)  L. E. Coleman.  The vote was
                  57,274,969 shares for and 637,209
                  shares to withhold authority.

             (c)  Peggy Gordon Elliott.  The vote was
                  57,422,420 shares for and 489,758
                  shares to withhold authority.

             (d)  Ronald A. Mitsch.  The vote was
                  57,492,058 shares for and 420,120
                  shares to withhold authority.

             (e)  Renold D. Thompson.  The vote was
                  57,394,053 shares for and 518,125
                  shares to withhold authority.

         2.  A proposal to confirm the appointment of Deloitte & Touche as
             independent auditors.  The vote was 57,598,349 shares for;
             142,685 shares against and 171,144 shares abstaining.

         3.  A proposal to adopt a shareholder proposal concerning
             confidential voting.  The vote was 23,601,010 shares for;
             31,398,303 shares against and 2,393,879 shares abstaining.  A
             total of 518,986 shares that were represented at the meeting
             did not exercise any of the options set forth above.




                             Signatures


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 thereunto duly authorized.


                                    THE LUBRIZOL CORPORATION


                                          /s/Gregory P. Lieb        
                                    --------------------------------
                                    Gregory P. Lieb
                                    Chief Accounting Officer and
                                      Duly Authorized Signatory of
                                      The Lubrizol Corporation

Date:  September 7, 1994