8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 9, 2005

THE LUBRIZOL CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-5263	34-0367600
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (440) 943-4200

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:

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

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

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

o 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 November 15, 2004, the Board of Directors of The Lubrizol Corporation approved the adoption of The Lubrizol Corporation 2005 Stock Incentive Plan (“Stock Incentive Plan”). The Stock Incentive Plan allows the grants of incentive and nonstatutory stock options, as well as stock appreciation rights and restricted and nonrestricted stock or stock unit awards. Any employee of The Lubrizol Corporation (“Lubrizol”) or its subsidiaries may be selected to participate in the plan. In addition, on the day of each Annual Meeting of Shareholders, outside directors are granted $60,000 worth of restricted stock units. The restriction period is one year at which time shares equal to the number of stock units will be issued. The maximum number of shares that may be granted under this plan is 4,000,000 shares, of which no more than 2,000,000 shares may be settled as full-value awards. This plan will only become effective if it is approved by shareholders at the 2005 Annual Shareholder Meeting. If this plan is approved by shareholders, this plan will expire April 1, 2010.

The Stock Incentive Plan was filed as Exhibit (10)(w) to The Lubrizol Corporation Form 8-K dated November 15, 2004, and included the form of Performance Share Award document. On February 21, 2005, the Organization and Compensation Committee of the Board of Directors amended the Stock Incentive Plan to provide for an individual limit on the number of shares that could be granted under the Stock Incentive Plan during a calendar year and to specify that shares received by Lubrizol as a result of forfeitures, expirations, the use of shares to pay option exercise prices and the withholding of shares to pay taxes would not be added back to the amount of shares that may be granted under the Stock Incentive Plan.

On March 9, 2005, the Organization and Compensation Committee of the Board of Directors approved the performance measures for the long-term performance pay award for the 2005-2007 performance period pursuant to the Stock Incentive Plan. The measures are three-year EBITDA and/or EPS growth rates. Participants in the long-term incentive pay award for the 2005-2007 performance period are the officers of Lubrizol and other key employees as approved by the Organization and Compensation Committee of the Board of Directors of Lubrizol. Subject to shareholder approval of the Stock Incentive Plan at the 2005 Annual Meeting of Shareholders, payment of the awards under long-term incentive pay award for the 2005-2007 performance period will be paid as shares pursuant to a performance share award under the Stock Incentive Plan. If the Stock Incentive Plan is not approved by the Lubrizol shareholders, payment of the awards under the long-term incentive pay award for the 2005-2007 performance period will be paid in cash.

The form of Performance Share Award document with the approved performance measure is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

                    (c) Exhibits. The following exhibit is furnished herewith:

10.1 The Lubrizol Corporation 2005 Stock Incentive Plan Performance Share Award.

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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 hereunto duly authorized.

	THE LUBRIZOL CORPORATION
Date: March 11, 2005
	By:	/s/ Leslie M. Reynolds
		Name: Leslie M. Reynolds Title: Corporate Secretary and Counsel

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EX-10.1

Exhibit 10.1

THE LUBRIZOL CORPORATION
2005 STOCK INCENTIVE PLAN
PERFORMANCE SHARE AWARD

     THIS PERFORMANCE SHARE AWARD, dated this ___day of ____________, 2___, (the “Grant Date”) by The Lubrizol Corporation (the “Company”) to ___________________________, an employee of the Company and/or a Subsidiary (as defined in the Plan).

     The following terms and provisions apply to this Performance Share Award:

1. The Company hereby grants to you, under the provisions of Section 9 of the Company’s 2005 Stock Incentive Plan, as amended (the “Plan”), the number of Company Common Shares, without par value, in accordance with the three-year performance target chart(s) as shown in Exhibit A attached to this Award. The Company Common Shares granted hereunder are referred to herein as the “Shares”.

2. If there is a Change of Control, as defined under the Plan, prior to the receipt of Shares under Section 1, above, you will receive a pro-rata number of Shares upon the Change of Control. The pro-rata number of Shares will be determined as shown on Exhibit B attached to this Award.

3. If you separate from service due to retirement (either normal or early retirement) prior to the receipt of Shares pursuant to Section 1, above, you will receive a pro-rata number of Shares upon the end of the three-year cycle based on the number of full months which have elapsed since the date of this Award at the time or your separation from service or death. In no event will the payment of Shares be made earlier than six months after your retirement.

     If you separate from service due to death prior to the receipt of Shares pursuant to Section 1, above, your beneficiary will receive a pro-rata number of Shares upon the end of the three-year cycle based on the number of full months which have elapsed since the date of this Award at the time or your service or death. You may at any time specify in writing a beneficiary to receive the Shares if you die before the receipt of Shares under this Award. If the Company does not have a beneficiary election on file at the time of your death, the Shares will be issued to your spouse, or if your spouse is not living at the time of issuance, your children who are living, or if you have no living children at the time of issuance, your estate.

     If you separate from service (voluntarily or involuntarily) for any other reason prior to the receipt of Shares pursuant to Section 1, above, you will forfeit any Shares under this Award.

4. The Award is not transferable by you during your life.

5. Prior to the issuance of Shares to you, you will not be a shareholder of the Company and you will have no rights under the Award as a shareholder of the Company. No dividends or other amount will be allocated or paid to you with respect to the Award.

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6.  If there is a stock split, reverse stock split or stock dividend, the number of Shares specified in Section 1, above will be increased or decreased in direct proportion to the increase or decrease in the number of Company Shares by reason of the stock split, reverse stock split or stock dividend.

7.  Shares will not be distributed under this Award if the issuance of the Shares would violate:

(a)	any applicable state securities law;
(b)	any applicable registration or other requirements under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended, or the listing requirements of any stock exchange on which the Company’s Shares are listed; or
(c)	any similar legal requirement of any governmental authority regulating the issuance of shares by the Company.

Further, if a Registration Statement with respect to the Shares to be issued is not in effect or if counsel for the Company deems it necessary or desirable in order to avoid possible violation of the Securities Act, the Company may require, as a condition to its issuance and delivery of certificates for the Shares, that you deliver to the Company a statement in writing that you understand the Shares may be “restricted securities” as defined in Rule 144 of the Securities and Exchange Commission and that any resale, transfer or other disposition of the Shares will be accomplished only in compliance with Rule 144, the Securities Act, or other or subsequent applicable Rules and Regulations thereunder. Further still, the Company may place on the certificates evidencing the Shares an appropriate legend under Rule 144.

8.   (a) When the Common Shares are distributable to you pursuant to Section 1, above, you may be subject to income and other taxes on the value of the Shares on the date of distribution. The Company will withhold a sufficient number of Shares that will provide for the federal, state and/or local income tax at the rates then applicable for supplemental wages, unless otherwise requested by you, but in no event less than the statutory minimums for tax withholding.

(b) For purposes of determining the number of Common Shares that are to be withheld to provide for the tax withholding pursuant to Section 8(a), Common Shares will be valued at the average of the high and low trading prices on the New York Stock Exchange on the date Shares are distributable to you. If the determination of the tax withholding requires the withholding of a fractional Share, the Company shall withhold the nearest whole number of Shares needed to pay the tax withholding, rounded up, and remit to you in cash the amount of the excess after the withholding taxes have been satisfied.

9.  Prior to the distribution of Shares pursuant to Section 1, the Committee has the right in its sole discretion to reduce the amount of this Award.

10.  The Committee has conclusive authority, subject to the express provisions of the Plan, as in effect from time to time, and this Award, to interpret this Award and the Plan, and to establish, amend and rescind rules and regulations for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this

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Award in the manner and to the extent it deems expedient to carry the Plan into effect, and it is the sole and final judge of such expediency. The Board of Directors of the Company may from time to time grant to the Committee such further powers and authority as the Board determines to be necessary or desirable.

11. You must hold any Shares that are distributed to you under this Award at least until you have met your Share ownership guideline.

12. Notwithstanding any other provision of this Award, your Award will be subject to all of the provisions of the Plan in force from time to time.

THE LUBRIZOL CORPORATION

By ___________________________
James L. Hambrick
President and CEO

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Exhibit A

Performance Measures for the 2005-2007 Performance Period

Three-year EBITDA and/or EPS growth rates:_______________________

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EXHIBIT B

Determination of Pro-Rata Common Shares Upon a Change of Control Under Section 2

     Pursuant to the terms of Section 2, the number of pro-rata Common Shares upon a Change of Control will be determined as follows:

1.	No payout if 12 months has not elapsed since the date of this Award.
2.	If more than 12 months has elapsed since the date of this Award:

(a)   Determine the measurement growth rate for each full year that has elapsed in the 3-year period as of the date of the Change of Control,

(b)   The 3-year cumulative measurement growth will be imputed as either the 1-year measurement growth (if the Change of Controls occurs during the second year) or the 2-year cumulative measurement growth (if the Change of Control occurs during the third year).

(c)   Payout is then pro-rated based on number of full months that have elapsed since the date of this Award.

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