Octel Corp. Files Form 12b-25 --Notice of Late Filing--.

NEWARK, Del. -- The Board of Directors of Octel Corp. (NYSE:OTL) announced today that Octel has filed a Form 12b-25 (Notice of Late Filing) in respect of its Annual Report on Form 10-K for the year ended December 31, 2004 with the Securities and Exchange Commission. The company expects to file its annual report no later than March 31, 2005, within the 15 day extension period granted to it by Rule 12b-25 of the Securities Exchange Act of 1934.

The delay in filing of the Form 10-K results from the need to complete an investigation relating to the matter described below (the "Transaction") and consideration of the impact of the Transaction on the company's assessment of internal controls over financial reporting. Based on the current information available, Octel believes that the relevant facts are as follows:

On February 24, 2005, Dennis J. Kerrison, the Chief Executive Officer and President of Octel Corp. arranged to transfer GBP 50,000 (equivalent to approximately SAR 500,000) from his bank account in the United Kingdom to the account of the Associated Octel Company (South Africa) (Pty) Limited ("AOCSA"), a wholly-owned indirect subsidiary of Octel Corp. On the same day, at the initiation of Mr Kerrison, AOCSA made a payment of SAR 500,000 (equivalent to approximately USD 85,000) for Mr Kerrison's personal use. On February 28, 2005 AOCSA received the funds transmitted from Mr Kerrison's U.K. bank account. Mr Kerrison later reimbursed AOCSA for associated costs.

On March 2, 2005, Octel Corp., upon approval by the chairman of the Audit Committee, commenced an internal review of AOCSA led by the Chief Internal Auditor.

On March 9, 2005 the Board of Directors established a special committee consisting of the members of the Audit Committee and the Corporate Governance and Nominating Committee (the "Special Committee") to investigate and make recommendations in respect of the facts surrounding the Transaction, including whether the Transaction involved a breach of the Code of Ethics of the company and whether the Transaction and any related actions or omissions were executed in compliance with applicable law. The Special Committee has commenced an internal review and retained independent counsel to assist the Special Committee in its investigation. Upon completion of the investigation, Octel's management will consider the impact upon its assessment of the effectiveness of internal controls over financial reporting and whether a significant or material weakness exists therein.

Octel considers that it is inappropriate for the Annual Report on Form 10-K to be filed until such time as the investigation and evaluation of the company's internal controls over financial reporting has been completed.

Octel Corp., a Delaware corporation, is a global chemical company specializing in high performance fuel additives and special and effect chemicals. The company's strategy is to manage profitably and responsibly the decline in world demand for its major product - tetraethyl lead (TEL) in gasoline - through competitive differentiation and stringent product stewardship, to expand its Petroleum Specialties and Performance Chemicals businesses organically through product innovation and focus on customer needs, and to seek synergistic growth opportunities through joint venture, alliances, collaborative arrangements and acquisitions.