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) March 31, 2009

THE LUBRIZOL CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-5263	34-0367600
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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 7.01 Regulation FD Disclosure.

     On March 31, 2009, The Lubrizol Corporation announced the expiration and final results of its cash tender offer to purchase any and all of its $381.8 million principal amount of outstanding 4.625% Senior Notes due October 1, 2009 (CUSIP No. 54927 1 AD6). The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

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

99.1 Press Release of The Lubrizol Corporation, dated March 31, 2009.

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 31, 2009
	By:	/s/ Leslie M. Reynolds
	Name:	Leslie M. Reynolds
	Title:	Corporate Secretary and Counsel

3 

EX-99.1

EXHIBIT 99.1

The Lubrizol Corporation
29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298

News Release
FOR RELEASE: Immediately

FROM:	Financial/Investor Contact	Media Contact
	Mark Sutherland	Julie Young
	440/347-1206	440/347-4432
	Web Site: www.lubrizol.com

Lubrizol Completes Cash Tender Offer for Its
October 2009 Senior Notes

CLEVELAND, March 31, 2009 – The Lubrizol Corporation (NYSE:LZ) announces the expiration and final results of its cash tender offer to purchase any and all of its outstanding 4.625% Senior Notes due October 1, 2009 (CUSIP No. 54927 1 AD6). The tender offer was made pursuant to the company’s Offer to Purchase dated March 23, 2009 and the accompanying Letter of Transmittal, which set forth the terms of the tender offer.

The tender offer expired at 5:00 p.m. EDT on March 30, 2009. The aggregate principal amount of Senior Notes validly tendered was approximately $177 million, representing 46 percent of the outstanding Senior Notes. The company has accepted all such Senior Notes for payment and paid the full tender offer consideration (100.5% of the principal amount) plus accrued interest, earlier today, pursuant to the terms of the tender offer. The company purchased the Senior Notes utilizing a portion of the net cash proceeds from the company’s January 2009 issuance of 8.875% Senior Notes due 2019.

Citi and RBS Greenwich Capital served as the dealer managers and Global Bondholder Services Corporation served as the depositary and information agent for the tender offer.

Following the tender offer, there is a total of approximately $205 million in principal amount of the 4.625% Senior Notes outstanding.

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About The Lubrizol Corporation

The Lubrizol Corporation (NYSE: LZ) is an innovative specialty chemical company that produces and supplies technologies that improve the quality and performance of our customers’ products in the global transportation, industrial and consumer markets. These technologies include lubricant additives for engine oils, other transportation-related fluids and industrial lubricants, as well as fuel additives for gasoline and diesel fuel. In addition, Lubrizol makes ingredients and additives for personal care products and pharmaceuticals; specialty materials, including plastics technology and performance coatings in the form of specialty resins and additives. Lubrizol’s industry-leading technologies in additives, ingredients and compounds enhance the quality, performance and value of customers’ products, while reducing their environmental impact.

With headquarters in Wickliffe, Ohio, The Lubrizol Corporation owns and operates manufacturing facilities in 19 countries, as well as sales and technical offices around the world. Founded in 1928, Lubrizol has approximately 6,890 employees worldwide. Revenues for 2008 were $5.0 billion. For more information, visit www.lubrizol.com.

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