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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A


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

                For the quarterly period ended September 30, 1999

                                       OR

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

                  For the transition period from _____ to _____

                          Commission File Number 1-5263

                            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)

                              (440) 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   [ ]

Number of the registrant's common shares, without par value, outstanding, as of
October 29, 1999: 54,609,821.
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                           PART II. OTHER INFORMATION


                            THE LUBRIZOL CORPORATION


Item 6.   Exhibits and Reports on Form 8-K

          (b)  Reports on Form 8-K

               During the quarter ended September 30, 1999, The Lubrizol
               Corporation filed a Current Report on Form 8-K dated August 17,
               1999, reporting under "Item 5 - Other Events," an amendment to a
               shareholder rights agreement.


                                   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/ John R. Ahern
                                           ------------------------------
                                           John R. Ahern
                                           Chief Accounting Officer and
                                             Duly Authorized Signatory of
                                             The Lubrizol Corporation


Date: February 24, 2000




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