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 28, 2003

                                   OCTEL CORP.
             (Exact name of registrant as specified in its charter)

                   ------------------------------------------


          Delaware                      1-13879               98-0181725
--------------------------------  -------------------  -------------------------
(State or other jurisdictions         Commission           (I.R.S. employer
       of Incorporation)              File Number        identification number)


         Octel Corp., Global House, Bailey Lane, Manchester, UK M90 4AA
     ----------------------------------------------------------------------
               (Address of principal executive offices) (zip code)


     Registrant's telephone number, including area code: 011-44-161-498-8889
                                                         -------------------



Item 7.   Financial Statements and Exhibits

          (c) Exhibits:

          Item       Exhibit Index

          99.1       Press Release, dated April 28, 2003


Item 9.   Regulation FD Disclosure (Item 12. Results of Operations and Financial
          Condition).

          The following information is being furnished under Item 12 of Form 8-K
"Results of Operations and Financial Condition" and is included under this Item
9 in accordance with SEC Release No. 33-8216 (March 27, 2003). Accordingly, this
information should not be deemed to be "filed" under the Securities Exchange Act
of 1934.

          On April 28, 2003, Octel Corp. issued a press release announcing first
quarter 2003 financial results. The press release is filed as Exhibit 99.1 to
this report on Form 8-K and is incorporated herein by reference.

                                        2



                                    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.


                                   OCTEL CORP.


                                   By:       /s/ Paul W. Jennings
                                             --------------------
                                   Name:     Paul W. Jennings
                                   Title:    Vice President and Chief Financial
                                             Officer


Date: April 28, 2003

                                        3



                                  EXHIBIT INDEX


   Exhibit                         Description

99.1               Press Release, dated April 28, 2003

                                        4