UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2001

                                       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 31, 2001: 51,115,322.

                          PART I. FINANCIAL INFORMATION

                           Item 1 Financial Statements

                            THE LUBRIZOL CORPORATION

CONSOLIDATED BALANCE SHEETS


---------------------------------------------------------------------------------------------------------
                                                                      September 30            December 31
(In Thousands of Dollars)                                                 2001                   2000
---------------------------------------------------------------------------------------------------------
ASSETS
                                                                                    
Cash and short-term investments ..............................        $   168,665         $   145,937
Receivables ..................................................            319,219             290,556
Inventories:
  Finished products ..........................................            131,345             124,755
  Products in process ........................................             52,912              56,908
  Raw materials ..............................................             65,079              61,706
  Supplies and engine test parts .............................             16,423              16,764
                                                                      -----------         -----------
                                                                          265,759             260,133
                                                                      -----------         -----------
Other current assets .........................................             25,663              31,282
                                                                      -----------         -----------
                    Total current assets .....................            779,306             727,908
Property and equipment - net .................................            655,141             677,242
Goodwill and intangible assets - net .........................            170,513             170,593
Investments in nonconsolidated companies .....................             30,707              34,247
Other assets .................................................             72,082              49,500
                                                                      -----------         -----------
                         TOTAL ...............................        $ 1,707,749         $ 1,659,490
                                                                      ===========         ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Short-term debt and current portion of long-term debt ........        $    12,529         $    17,152
Accounts payable .............................................            141,319             141,574
Accrued expenses and other current liabilities ...............            123,420             123,520
                                                                      -----------         -----------
                    Total current liabilities ................            277,268             282,246
                                                                      -----------         -----------
Long-term debt ...............................................            393,338             378,783
Postretirement health care obligation ........................            100,356             100,275
Noncurrent liabilities .......................................             55,897              52,821
Deferred income taxes ........................................             59,692              60,614
                                                                      -----------         -----------
                    Total liabilities ........................            886,551             874,739
                                                                      -----------         -----------

Minority interest in consolidated companies ..................             32,875              32,470
Contingencies and commitments
Shareholders' equity:

  Preferred stock without par value - authorized and unissued:

      Serial Preferred Stock -  2,000,000 shares
      Serial Preference Shares - 25,000,000 shares

  Common shares without par value:

    Authorized 120,000,000 shares
    Outstanding -  51,115,322 shares as of Sept. 30,
      2001 after deducting 35,080,572 treasury
      shares, 51,307,688 shares as of December 31,
      2000 after deducting 34,888,206 treasury shares ........            108,447              82,128
  Retained earnings ..........................................            769,151             750,779
  Accumulated other comprehensive loss .......................            (89,275)            (80,626)
                                                                      -----------         -----------
                    Total shareholders' equity ...............            788,323             752,281
                                                                      -----------         -----------
                         TOTAL ...............................        $ 1,707,749         $ 1,659,490
                                                                      ===========         ===========


Amounts shown are unaudited.

                                       2

                            THE LUBRIZOL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME


---------------------------------------------------------------------------------------------------------------------------
                                                         Third Quarter                             Nine Month
                                                       Ended September 30                    Period Ended September 30
                                               ----------------------------------------------------------------------------
(In Thousands Except Per Share Data)              2001                  2000                2001                 2000
---------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net sales ..........................          $   461,109           $   432,442           $ 1,400,828           $ 1,325,429
Royalties and other revenues .......                1,317                   954                 4,031                 3,293
                                              -----------           -----------           -----------           -----------
          Total revenues ...........              462,426               433,396             1,404,859             1,328,722
Cost of sales ......................              332,887               310,818             1,017,571               946,631
Selling and administrative expenses                42,602                41,790               131,402               128,655
Research, testing and development
  expenses .........................               42,467                39,051               119,828               110,154
                                              -----------           -----------           -----------           -----------
          Total cost and expenses ..              417,956               391,659             1,268,801             1,185,440
Special credit .....................                                                                                  2,577
Other income (expense) - net .......               (5,726)               (5,661)              (13,520)              (10,014)
Interest income ....................                1,282                 1,820                 4,614                 6,342
Interest expense ...................               (5,746)               (6,427)              (18,479)              (20,480)
                                              -----------           -----------           -----------           -----------
Income before income taxes .........               34,280                31,469               108,673               121,707
Provision for income taxes .........               11,483                 8,214                35,355                36,635
                                              -----------           -----------           -----------           -----------
Net income .........................          $    22,797           $    23,255           $    73,318           $    85,072
                                              ===========           ===========           ===========           ===========
Net income per share ...............          $      0.45           $      0.44           $      1.43           $      1.59
                                              ===========           ===========           ===========           ===========
Net income per share, diluted ......          $      0.44           $      0.44           $      1.42           $      1.59
                                              ===========           ===========           ===========           ===========
Dividends per share ................          $      0.26           $      0.26           $      0.78           $      0.78
                                              ===========           ===========           ===========           ===========
Weighted average common shares
  outstanding ......................               51,121                52,790                51,202                53,546


Amounts shown are unaudited.

                                       -3-

                            THE LUBRIZOL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


-----------------------------------------------------------------------------------------------
                                                                Nine Month Period Ended
                                                                     September 30
                                                           ------------------------------------
(In Thousands of Dollars)                                       2001               2000
-----------------------------------------------------------------------------------------------
                                                                         
Cash provided from (used for):
Operating activities:
Net income ..........................................        $  73,318         $  85,072
Adjustments to reconcile net income to cash provided
  by operating activities:
    Depreciation and amortization ...................           74,084            73,221
    Deferred income taxes ...........................            3,174             3,524
    Special credit ..................................                             (2,577)
    Change in current assets and liabilities:
      Receivables ...................................          (34,774)          (19,981)
      Inventories ...................................           (6,289)          (39,261)
      Accounts payable and accrued expenses .........           19,791            19,902
      Other current assets ..........................            3,051             2,907
    Other items - net ...............................           10,685             2,873
                                                             ---------         ---------
          Total operating activities ................          143,040           125,680
Investing activities:
  Capital expenditures ..............................          (48,365)          (59,566)
  Acquisitions and investments in nonconsolidated
    companies .......................................          (14,989)          (41,141)
  Other - net .......................................           (1,335)            1,680
                                                             ---------         ---------
          Total investing activities ................          (64,689)          (99,027)
Financing activities:
  Short-term borrowings (repayments) ................           (2,824)            2,211
  Long-term borrowing ...............................                             18,375
  Long-term repayments ..............................           (2,044)          (26,720)
  Dividends paid ....................................          (39,927)          (41,858)
  Common shares purchased ...........................          (30,039)          (55,920)
  Stock options exercised ...........................           21,410             1,318
                                                             ---------         ---------
          Total financing activities ................          (53,424)         (102,594)
Effect of exchange rate changes on cash .............           (2,199)           (3,371)
                                                             ---------         ---------
Net increase (decrease) in cash and short-term
  investments .......................................           22,728           (79,312)
Cash and short-term investments at the beginning
  of period .........................................          145,937           185,465
                                                             ---------         ---------
Cash and short-term investments at end of period ....        $ 168,665         $ 106,153
                                                             =========         =========


Amounts shown are unaudited.

                                       -4-

                            THE LUBRIZOL CORPORATION

                   Notes to Consolidated Financial Statements

                               September 30, 2001

1.   The accompanying unaudited consolidated financial statements contain all
     adjustments (consisting only of normal recurring accruals) necessary to
     present fairly the financial position as of September 30, 2001 and December
     31, 2000, and the results of operations and cash flows for the applicable
     periods ended September 30, 2001 and 2000.

2.   Net income per share is computed by dividing net income by average common
     shares outstanding during the period, including contingently issuable
     shares. Net income per share, diluted, includes the dilution effect
     resulting from outstanding stock options and stock awards.

     Per share amounts are computed as follows:



                                      Third Quarter Ended                Nine Month Period Ended
                                          September 30                        September 30
                               ------------------------------------   ------------------------------------
                                     2001            2000              2001             2000
                                     ----            ----              ----             ----
                                                                           
Numerator:
  Net income available to
    common shares                   $22,797          $23,255          $73,318          $85,072
                                    =======          =======          =======          =======
Denominator:
  Weighted average common
    shares outstanding               51,121           52,790           51,202           53,546

  Dilutive effect of stock
    options and awards                  439               65              290              117
                                    -------          -------          -------          -------

Denominator for net income
  per share, diluted                $51,560          $52,855          $51,492          $53,663
                                    =======          =======          =======          =======

Net income per share                $   .45          $   .44          $  1.43          $  1.59
                                    =======          =======          =======          =======

Net income per share,
  diluted                           $   .44          $   .44          $  1.42          $  1.59
                                    =======          =======          =======          =======



3.   Total comprehensive income for the three- and nine-month periods ended
     September 30, 2001 and 2000 is comprised as follows:



                                      Third Quarter Ended                  Nine Month Period Ended
                                         September 30                           September 30
                                ----------------------------------  ----------------------------------
                                    2001              2000                2001               2000
                                    ----              ----                ----               ----

                                                                               
Net income                        $ 22,797           $ 23,255           $ 73,318           $ 85,072
Foreign currency
 translation adjustment             14,692            (14,104)            (5,652)           (32,623)
Cumulative effect of
 accounting change                                                        (1,314)
Net unrealized losses
 on derivative contracts            (1,327)                               (1,683)
                                   --------          --------            --------          --------
Total comprehensive
  income                          $ 36,162           $  9,151           $ 64,669           $ 52,449
                                  ========           ========           ========           ========


                                       5

                            THE LUBRIZOL CORPORATION

                   Notes to Consolidated Financial Statements

                               September 30, 2001

4.   The company aggregates its product lines into two principal operating
     segments: fluid technologies for transportation and fluid technologies for
     industry. Fluid technologies for transportation is comprised of additives
     for lubricating engine oils, such as for gasoline, diesel, marine and
     stationary gas engines and additive components; additives for driveline
     oils, such as automatic transmission fluids, gear oils and tractor
     lubricants; and additives for fuel products and refinery and oil field
     chemicals. In addition, the company sells additive components and viscosity
     improvers within its lubricant and fuel additives product lines. The
     company's fluid technologies for transportation product lines are generally
     produced in shared manufacturing facilities and sold largely to a common
     customer base. Fluid technologies for industry includes industrial
     additives, such as additives for hydraulic fluids, metalworking fluids and
     compressor lubricants; performance chemicals, such as additives for
     coatings and inks and process chemicals; and performance systems, comprised
     principally of fluid metering devices and particulate emission trap
     devices. The company evaluates performance and allocates resources based on
     segment contribution income, defined as revenues less expenses directly
     identifiable to the product lines aggregated within each segment. In
     addition, the company allocates corporate research, testing, selling and
     administrative expenses, and excess production capacity costs, in arriving
     at segment operating profit before tax.

     The following table presents a summary of the company's reportable segments
     for the three- and nine-month periods ended September 30, 2001 and 2000 on
     a basis of segmentation consistent with the previous year-end:



                                                   Third Quarter Ended                      Nine Month Period Ended
                                                      September 30                               September 30
                                          -----------------------------------         -----------------------------------
                                               2001                  2000                 2001                   2000
                                          ------------          -------------         ------------           ------------
                                                                                                  
Revenue from external customers:
  Fluid technologies for
      transportation                       $   385,222           $   355,273           $ 1,166,402           $ 1,090,753
  Fluid technologies for industry               77,204                78,123               238,457               237,969
                                           -----------           -----------           -----------           -----------
     Total revenues                        $   462,426           $   433,396           $ 1,404,859           $ 1,328,722
                                           ===========           ===========           ===========           ===========
Segment contribution income:
  Fluid technologies for
      transportation                       $    74,227           $    65,156           $   219,542           $   217,189
  Fluid technologies for industry                3,596                 9,569                18,053                34,100
                                           -----------           -----------           -----------           -----------
     Total segment contribution
       income                              $    77,823           $    74,725           $   237,595           $   251,289
                                           ===========           ===========           ===========           ===========
Segment operating profit
  before tax:
  Fluid technologies for
      transportation                       $    38,974           $    30,660           $   117,103           $   112,074
  Fluid technologies for industry                 (230)                5,416                 5,435                21,194
                                           -----------           -----------           -----------           -----------
     Total segment operating
       profit before tax                        38,744                36,076               122,538               133,268
Special credit                                                                                                     2,577
Interest expense - net                          (4,464)               (4,607)              (13,865)              (14,138)
                                           -----------           -----------           -----------           -----------
Consolidated income before tax             $    34,280           $    31,469           $   108,673           $   121,707
                                           ===========           ===========           ===========           ===========



    Prior - year amounts have been restated to reflect reclassifications of
    products between fluid technologies for transportation and fluid
    technologies for industry operating segments and changes in allocation
    methodology for corporate expenses.

                                       6

                            THE LUBRIZOL CORPORATION

                   Notes to Consolidated Financial Statements

                               September 30, 2001

5.   The company had an effective tax rate of 33.5% for the three-month period
     ended September 30, 2001 and 32.5% for the nine-month period ended
     September 30, 2001, compared to 26.1% and 30.1% for the corresponding
     periods in 2000. The effective tax rate for the third quarter was higher
     than the effective rate for the nine months ended September 30, 2001, due
     in large part to a non-recurring benefit of revaluation of deferred taxes
     to reflect a statutory tax rate change in India enacted during the second
     quarter. The effective tax rate for the nine months ended September 30,
     2001 was higher than the corresponding period in 2000, primarily due to the
     U.S. tax benefit of a non-recurring charitable contribution made in 2000.

6.   In June 1998, the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
     Derivative Instruments and Hedging Activities". In June 2000, the FASB
     amended certain provisions of that statement by issuing SFAS No. 138,
     "Accounting for Certain Derivative Instruments and Certain Hedging
     Activities". These statements require the company to recognize all
     derivatives on the balance sheet at fair value and establish criteria for
     designation and effectiveness of hedging relationships. Derivatives that
     are not hedges must be adjusted to fair value through income. Depending
     upon the nature of the hedge, changes in fair value of the derivative are
     offset against the change in fair value of assets, liabilities or firm
     commitments through earnings, or recognized in other comprehensive income
     until the hedged item is recognized in earnings. The ineffective portion of
     a derivative's change in value is immediately recognized in earnings.

     Effective January 1, 2001, the company adopted the provisions of these
     statements. The company uses derivative financial instruments only to
     manage well-defined interest rate and foreign currency risks. The company
     does not use derivatives for trading purposes. The adoption of SFAS 133 did
     not have a material effect on net income as of January 1, 2001, but did
     result in a $2.0 million reduction ($1.3 million net of tax) of other
     comprehensive income.

                             Interest Rate Contracts

     The company is exposed to market risk from changes in interest rates. The
     company's policy is to manage interest costs using a mix of fixed and
     variable rate debt. To manage this mix, the company may enter into interest
     rate swaps, in which the company agrees to exchange, at specified
     intervals, the difference between fixed and variable interest amounts
     calculated by reference to an agreed upon notional principal amount.

     At September 30, 2001, the company had interest rate swap agreements to
     convert existing fixed rate debt to variable rates. The fair value of these
     swaps was an unrealized gain of $16.1 million. These swaps are designated
     as fair value hedges of underlying fixed rate debt obligations and are
     recorded as an increase in non-current assets and long-term debt. These
     interest rate swaps qualify for the short-cut method for assessing hedge
     effectiveness per SFAS 133. Changes in fair value of the interest rate
     swaps are offset by the changes in fair value of the underlying debt. As a
     result, there was no impact to earnings for the third quarter of 2001 due
     to hedge ineffectiveness.

                                       7

                            THE LUBRIZOL CORPORATION

                   Notes to Consolidated Financial Statements

                               September 30, 2001

     At September 30, 2001, the company had interest rate swap agreements to
     convert existing variable rate debt to fixed rates. The fair value of these
     swaps was an unrealized loss of $5.7 million. These swaps are designated as
     cash flow hedges of underlying variable rate debt obligations and are
     recorded as a noncurrent liability. The adjustment to record the net change
     in fair value during the third quarter of 2001 of $2.0 million ($1.3
     million net of tax) unrealized loss was recorded in other comprehensive
     income. Ineffectiveness was determined to be immaterial during the third
     quarter of 2001. The company does not expect any significant portion of
     these existing losses to be reclassified into earnings within the next 12
     months.

                               Currency Contracts

     The company is exposed to the effect of changes in foreign currency rates
     on its earnings and cash flow as a result of doing business
     internationally. In addition to working capital management, pricing and
     sourcing, the company selectively uses foreign currency forward contracts
     to lessen the potential effect of currency changes. These contracts are
     generally in connection with specific transactions having maturities of
     less than one year.

     At September 30, 2001, the company had short-term forward contracts to sell
     currencies at various dates during 2001 and through January 2002 for $10.2
     million. These forward contracts are not designated as hedges. Any
     unrealized gains or losses on these contracts are recorded in other income.
     The fair value of these instruments at September 30, 2001 was not material,
     and the net impact of the related gains and losses on other income was a
     loss of $.1 million in the quarter ended September 30, 2001 and for the
     nine months ended September 30, 2001.

7.   In June 2001, the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Standards (SFAS) 141, "Business
     Combinations" which prohibits the pooling-of-interests method for business
     combinations completed after June 30, 2001 and includes criteria for
     recognition of intangible assets separate from goodwill. Any business
     combinations the company enters into after June 30, 2001 will be accounted
     for under the provisions of this statement.

     In June 2001 the FASB also issued SFAS 142, "Goodwill and Other Intangible
     Assets" which will become effective for the company on January 1, 2002.
     Under the provisions of SFAS 142 there will be no goodwill amortization for
     business combinations that occur after June 30, 2001 and amortization of
     goodwill on pre-June 30, 2001 acquisitions will cease effective January 1,
     2002. The adoption of this statement will result in the elimination of
     approximately $10 million of annual goodwill amortization expense beginning
     on January 1, 2002. Goodwill amortization will be replaced with the
     requirement to test goodwill annually for impairment. The initial
     impairment test must be completed within six months of adoption of the new
     standard. The company has not determined the impact, if any, that the
     requirement to test goodwill for impairment will have on its consolidated
     financial position or results of operations.

                                      8

                            THE LUBRIZOL CORPORATION

                   Notes to Consolidated Financial Statements

                               September 30, 2001

     In June 2001 the FASB issued SFAS 143, "Accounting for Asset Retirement
     Obligations" which will become effective for the company on January 1,
     2003. This statement requires entities to record the fair value of a
     liability for an asset retirement obligation in the period in which it is
     incurred. The amount recorded as a liability, will be capitalized by
     increasing the carrying amount of the related long-lived asset. Subsequent
     to initial measurement, the liability is accreted to the ultimate amount
     anticipated to be paid and is also adjusted for revisions to the timing or
     amount of estimated cash flows. The capitalized cost is depreciated over
     the useful life of the related asset. Upon settlement of the liability, an
     entity either settles the obligation for its recorded amount or incurs a
     gain or loss upon settlement. The company has not determined the impact, if
     any, that this statement will have on its consolidated financial position
     or results of operations.

     In August 2001 the FASB issued SFAS 144, "Impairment or Disposal of
     Long-Lived Assets" which will become effective for the company on January
     1, 2002. This statement further refines the rules for accounting for
     long-lived assets and long-lived assets to be disposed of. The company has
     not determined the impact, if any, that this statement will have on its
     consolidated financial position or results of operations.

8.   Effective July 17, 2001, the company increased its committed revolving
     credit facilities from $150 million to $575 million. This resulted from the
     addition of $525 million in new facilities, $175 million of which expires
     on July 16, 2002 and $350 million of which expires on July 16, 2006, and
     the cancellation of $100 million in existing facilities that would have
     expired on June 30, 2003. There were no borrowings under these credit
     facilities at September 30, 2001.

                                       9

                              LUBRIZOL CORPORATION

                Item 2 - Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

RESULTS OF OPERATIONS

     Our revenues increased in the 2001 third quarter as compared to the 2000
     third quarter, primarily as a result of higher shipment volume during the
     quarter. However, higher operating expenses, unfavorable impact from
     currency and a higher effective tax rate in the 2001 third quarter resulted
     in a 2% decrease in net income from the 2000 third quarter. Revenues also
     increased for the first nine months of 2001 compared to the first nine
     months of 2000. However, after excluding the special credit taken in 2000,
     net income decreased 12% due to these same factors and higher average
     year-to-date material cost.

     We group our product lines into two operating segments: fluid technologies
     for transportation and fluid technologies for industry. Fluid technologies
     for transportation comprised approximately 82% of our consolidated revenues
     and 85% of our segment pre-tax operating profits for the full year 2000
     (83% of revenues and 96% of operating profits for the nine months ended
     September 30, 2001). This discussion and analysis of our financial
     condition and results of operations is primarily focused upon the company
     as a whole, since we believe this provides the most appropriate
     understanding of our business. See Note 4 to the financial statements for
     further financial disclosures by operating segment.

     Our consolidated revenues increased $29.0 million, or 7% (4% excluding
     acquisitions), for the 2001 third quarter compared with the 2000 third
     quarter, and increased $76.1 million, or 6% (3% excluding acquisitions),
     for the first nine months of 2001 compared with the first nine months of
     2000. On a year-to-year comparative basis, fluid technologies for
     transportation revenues increased $29.9 million, or 8%, for the third
     quarter and $75.6 million, or 7%, for the nine months. On a similar basis,
     fluid technologies for industry revenues decreased $.9 million, or 1%, for
     the third quarter and increased $.5 million, or less than 1%, for the nine
     months.

     Our shipment volume increased 10% in the 2001 third quarter (7% excluding
     acquisitions) and increased 6% (4% excluding acquisitions) for the first
     nine months of 2001, compared with the same periods in 2000. The percentage
     changes in 2001 shipment volume by geographical area, as compared with
     comparable prior-year periods, were:



                                                 Increase/(Decrease)
                                                 -------------------
                                            3rd Quarter       Nine Months
                                            -----------       -----------

                                                        
                  North America                 11%               7%
                  Europe, Middle East           12%               7%
                  Asia-Pacific                   9%               6%
                  Latin America                 (2%)              1%


     The increases are primarily due to business gains in our engine oil
     additives product group in North America and strong shipments to many of
     our global engine oil customers in Europe. The increase in Asia-Pacific is
     primarily due to consolidation of our new China subsidiaries during the
     fourth quarter of 2000. Excluding China, Asia-Pacific volume would have
     declined 2% for the third quarter, primarily due to general economic
     weakness in the region.

                                       11

                            THE LUBRIZOL CORPORATION

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

     Average additive selling price decreased 3% for the 2001 third quarter and
     was flat for the first nine months of 2001, as compared with the same
     periods in 2000. The decrease for the quarter resulted from the impact of
     unfavorable currency and product mix partially offset by 2% higher product
     prices. Product pricing was 5% higher for the first nine months of 2001
     than for the same period of 2000 but this was offset approximately equally
     by unfavorable currency and product mix. Sequentially, average selling
     price decreased 1% from the second quarter of 2001 due to lower product
     prices and unfavorable product mix.

     Cost of sales increased 7% for both the 2001 third quarter and for the
     first nine months of 2001, compared to the same periods in 2000. The
     increase for the quarter was due to increased shipment levels and higher
     manufacturing expenses, partially offset by lower raw material costs. The
     increase for the nine months was due to increased shipment levels, higher
     manufacturing expenses and higher raw material costs. Average raw material
     cost decreased 3% for 2001 third quarter compared with the 2000 third
     quarter due to lower raw material prices and the effect of favorable
     currency and product mix. Average raw material cost increased 3% for the
     first nine months of 2001 compared to the same period of 2000 due to 5%
     higher raw material prices, partially offset by the effect of favorable
     currency and product mix. The variations in raw material prices during the
     year were due to changes in the cost of crude oil and natural gas. During
     the first half of 2001, raw material costs were affected by the impact of
     higher crude oil costs on petrochemical prices and the impact of higher
     natural gas costs on our butylene-based raw materials. Crude oil and
     natural gas prices started to come down during the 2001 second quarter and
     continued to decrease during the third quarter. We believe that raw
     material costs will continue to decline to some extent during the fourth
     quarter.

     Manufacturing costs were 6% higher for the 2001 third quarter and 4% higher
     for the first nine months of 2001, as compared with the same periods in
     2000. The increases were due to higher production volume, higher utility
     costs in the first half of the year in the U.S. as a result of increased
     natural gas costs, and acquisitions, partially offset by the effect of
     favorable currency.

     Gross profit (sales less cost of sales) increased $6.6 million, or 5%, for
     the 2001 third quarter and increased $4.5 million, or 1%, for the first
     nine months of 2001, compared with the same periods in 2000. The third
     quarter gross profit rose because the effect of higher volume and lower raw
     material costs more than offset increased manufacturing expenses. Gross
     profit for the nine months increased due to higher volume, partially offset
     by higher material cost and higher manufacturing expense. Gross profit for
     fluid technologies for transportation increased $11.8 million, or 12%, for
     the 2001 third quarter and $13.6 million, or 5%, for the first nine months
     of 2001 due to the factors mentioned above. Gross profit for fluid
     technologies for industry decreased $5.2 million, or 19%, for the 2001
     third quarter and $9.1 million, or 11%, for the first nine months of 2001,
     primarily because the weak manufacturing sector in North America adversely
     affected our metalworking and paints, coatings and inks additive
     businesses. We also had a write-off of $2.3 million for obsolete inventory
     in our performance systems product group during the 2001 third quarter.
     These factors caused our consolidated gross profit percentage (gross profit
     divided by net sales) to be 27.8% in the 2001 third quarter (as compared to
     28.1% in the 2000 second

                                       11

                            THE LUBRIZOL CORPORATION

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

     quarter) and 27.4% in the first nine months of 2001 (as compared with 28.6%
     in the same period of 2000). Sequentially, gross profit decreased 6% from
     the second quarter of 2001 primarily due to lower shipment volume. The
     gross profit percentage decreased from 28.0% in the second quarter of 2001.

     Selling and administrative expenses increased $.8 million, or 2%, for the
     third quarter of 2001 and $2.7 million, or 2%, for the first nine months of
     2001 compared with the respective 2000 periods, primarily due to the impact
     of acquisitions.

     Our research, testing and development expenses (technology expenses)
     increased $3.4 million, or 9%, for the 2001 third quarter and increased
     $9.7 million, or 9%, for the first nine months of 2001 compared to the same
     periods of 2000. The increases were due to high levels of testing,
     primarily for GF-3, which is the new U.S. passenger car motor oil technical
     standard, along with increased development spending for growth programs and
     testing for the next diesel engine oil specification, PC-9.

     Other income (expense) for the 2001 third quarter was basically unchanged
     from the 2000 third quarter and negatively affected pre-tax income by $3.5
     million for the first nine months of 2001 compared with the same period in
     2000. The unfavorable change for the nine-month period was primarily due to
     higher expenses for our joint venture with GE and higher goodwill
     amortization during 2001.

     Interest income decreased $.5 million for the 2001 third quarter and $1.7
     million for the first nine months of 2001, compared to the same periods in
     2000, principally because we had a lower level of cash investments in 2001.
     Interest expense decreased $.7 million for the 2001 third quarter and $2.0
     million for the first nine months of 2001, compared to the same periods in
     2000, principally because of lower interest rates due to the interest rate
     swap agreements we entered into during the first half of 2000.

     As a result of the above factors, our income before income taxes increased
     9% for the 2001 third quarter and decreased 11% for the first nine months
     of 2001 (9% excluding the 2000 second quarter special charge adjustment),
     as compared to the same periods in 2000. For fluid technologies for
     transportation, segment operating profit before tax, which excludes
     interest expense, increased $8.3 million, or 27%, for the 2001 third
     quarter and increased $5.0 million, or 4%, for the first nine months of
     2001 compared to the same periods in 2000. These increases resulted from
     the same factors that caused the changes in consolidated gross profit as
     described above. For fluid technologies for industry, segment operating
     profit before tax decreased $5.6 million, or 104%, for the 2001 third
     quarter (which resulted in a loss of $.2 million) and decreased $15.8
     million, or 74%, for the first nine months of 2001, as compared to the same
     periods in 2000. These decreases were due to weak demand in the
     manufacturing sector in North America and spending to commercialize
     PuriNOx(TM) and other products in our performance systems product group.
     We also had a write-off of $2.3 million for obsolete inventory in our
     performance systems group during the 2001 third quarter.

     We had an effective tax rate of 33.5% for the 2001 third quarter and 32.5%
     for the first nine months of 2001 compared to 26.1% and 30.1% for the
     corresponding periods in 2000. The effective tax rate for the first nine
     months of 2001 was lower than the effective rate for the 2001 third
     quarter, due in large part to the non-recurring benefit of a revaluation

                                       12

                            THE LUBRIZOL CORPORATION

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

     of deferred taxes to reflect a statutory tax rate change in India enacted
     during the 2001 second quarter. The effective tax rate for the first nine
     months of 2001 was higher than the corresponding period in 2000, primarily
     due to the U.S. tax benefit of a non-recurring charitable contribution made
     in 2000. We anticipate an effective tax rate of 33.5% for the fourth
     quarter of 2001. The higher tax rate used for the 2001 third quarter and
     the first nine months of 2001 had an unfavorable impact of $.05 per share
     when compared to each of the same periods in 2000.

     Currency exchange rates in effect during the third quarter and first nine
     months of 2001 had an unfavorable effect on net income per share of $.07
     and $.19 per share, respectively, as compared to exchange rates in effect
     during the comparable periods in 2000.

     Primarily as a result of the above factors net income for the 2001 third
     quarter was $22.8 million or $.45 per share, as compared to $23.3 million
     or $.44 per share for the 2000 third quarter. Net income for the first nine
     months of 2001 was $73.3 million or $1.43 per share, as compared to $83.4
     million or $1.56 per share for the first nine months of 2000 (after
     excluding from 2000 the positive adjustment to the special charge).

     WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES

     Cash provided from operating activities was $143.0 million for the first
     nine months of 2001 compared with $125.7 million for the first nine months
     of 2000. The increase was caused principally by a lower rate of increase in
     working capital in 2001 compared to 2000, as the result of a company
     initiative to focus on working capital management and some inventory build
     up during September 2000 that did not occur during September 2001.

     Our capital expenditures in the first nine months of 2001 were $48.4
     million compared with $59.6 million for the same 2000 period. The lower
     level of capital expenditures is primarily due to delays in various
     environmental and process improvement projects. We estimate capital
     spending for the full year 2001 will be approximately $70 million as
     compared with $85.8 million in 2000.

     During the first quarter of 2001 we completed one acquisition for $15.0
     million. The business acquired, ROSS Chem, Inc., produces defoamers and
     anti-foam agents that expand our product lines in metalworking and paints,
     coatings and inks.

     During the first half of 2001 we repurchased approximately 968,000 of our
     shares for $30.0 million. We did not repurchase any of our shares during
     the 2001 third quarter and do not have any plans to resume share repurchase
     activity during the fourth quarter of 2001.

     Our net debt to capitalization ratio at September 30, 2001 was 24.9%. Net
     debt is the total of short- and long-term debt, reduced by cash and
     short-term investments in excess of an assumed operating cash level of $40
     million and excluding unrealized gains and losses on derivative instruments
     designated as fair value hedges of fixed rate debt. Capitalization is
     shareholders' equity plus net debt.

     Primarily as a result of these activities and the payment of dividends, our
     balance of cash and short-term investments increased $22.7 million at
     September 30, 2001 compared with December 31, 2000.

                                       13

                            THE LUBRIZOL CORPORATION

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

     Our financial position is strong with a ratio of current assets to current
     liabilities of 2.8 to 1 at September 30, 2001 compared with a ratio of 2.6
     to 1 at December 31, 2000. We believe our current credit facilities,
     internally generated funds and our ability to obtain additional financing
     will enable us to meet our future spending needs.

     Effective July 17, 2001, we increased our committed revolving credit
     facilities from $150 million to $575 million. This resulted from the
     addition of $525 million in new facilities ($175 million of which expires
     on July 16, 2002 and $350 million of which expires on July 16, 2006) and
     the cancellation of $100 million in existing facilities that would have
     expired on June 30, 2003. We currently have no borrowings under these
     credit facilities.

     COST REDUCTION PROGRAMS

     We initiated a series of steps in 1998 to reduce costs and improve our
     worldwide operating structure and executed these steps in two programs over
     a two-year period, completing the process at December 31, 2000. The first
     program of this initiative was substantially completed by the end of the
     third quarter of 1999. The second program, which began in the third quarter
     of 1999 and involved primarily the downsizing of our Painesville, Ohio
     manufacturing facility, was completed at December 31, 2000. Approximately
     $.4 million remains as an accrued liability at September 30, 2001, for
     severance-related payments for employees separated prior to December 31,
     2000 and costs to complete the dismantling of assets that were taken out of
     service as of December 31, 2000. We expect these expenditures to be
     incurred before the end of 2001.

     CAUTIONARY STATEMENT FOR SAFE HARBOR PURPOSES

     This Management's Discussion and Analysis of Financial Condition and
     Results of Operations contains forward-looking statements within the
     meaning of the federal securities laws. As a general matter,
     forward-looking statements are those focused upon future plans, objectives
     or performance as opposed to historical items and include statements of
     anticipated events or trends and expectations and beliefs relating to
     matters not historical in nature. Such forward-looking statements are
     subject to uncertainties and factors relating to our operations and
     business environment, all of which are difficult to predict and many of
     which are beyond our control. Such uncertainties and factors could cause
     our actual results to differ materially from those matters expressed in or
     implied by such forward-looking statements.

     We believe that the following factors, among others, could affect our
     future performance and cause our actual results to differ materially from
     those expressed or implied by forward-looking statements made in this
     quarterly report:

     -    the overall demand for lubricant and fuel additives on a worldwide
          basis, which has a slow growth rate in mature markets such as North
          America and Europe;

     -    the effect on our business resulting from economic and political
          uncertainty within the Asia-Pacific and Latin American regions;

                                       14

                            THE LUBRIZOL CORPORATION

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

     -    the lubricant additive demand in developing regions such as China and
          India, which geographic areas are an announced focus of our
          activities;

     -    technology developments that affect longer-term trends for lubricant
          additives, such as improved equipment design, fuel economy, longer oil
          drain intervals, alternative fuel powered engines and emission system
          compatibility;

     -    the extent to which we are successful in expanding our business in new
          and existing fluid technology markets incorporating chemicals, systems
          and services for industry and transportation;

     -    our success at continuing to develop proprietary technology to meet or
          exceed new industry performance standards and individual customer and
          original equipment manufacturers' expectations;

     -    the frequency of change in industry performance standards, which
          affects the level and timing of our technology costs, the product life
          cycles and the relative quantity of additives required for new
          specifications;

     -    our ability to continue to reduce complexities and conversion costs
          and modify our cost structure to maintain and enhance our
          competitiveness;

     -    our success in strengthening relationships and growing business with
          our largest customers, and retaining the business of these customers
          over extended time periods;

     -    our ability to identify, complete and integrate acquisitions for
          profitable growth;

     -    the potential negative impact on product pricing and volume demand
          from the consolidation of finished lubricant marketers;

     -    the degree of competition resulting from lubricant additive industry
          over-capacity;

     -    the cost, availability and quality of raw materials, including
          petroleum-based products;

     -    the cost and availability of energy, including natural gas and
          electricity;

     -    the effects of fluctuations in currency exchange rates upon our
          reported results from international operations, together with
          non-currency risks of investing in and conducting significant
          operations in foreign countries, including those relating to
          political, social, economic and regulatory factors;

     -    the extent to which we achieve market acceptance of our PuriNOx(TM)
          low emission, water blend fuel product;

     -    significant changes in government regulations affecting environmental
          compliance.

                                       15

                            THE LUBRIZOL CORPORATION

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     We operate manufacturing and blending facilities, laboratories and offices
     around the world and utilize fixed and variable rate debt to finance our
     global operations. As a result, we are subject to business risks inherent
     in non-U.S. activities, including political and economic uncertainty,
     import and export limitations, and market risk related to changes in
     interest rates and foreign currency exchange rates. We believe the
     political and economic risks related to our foreign operations are
     mitigated due to the stability of the countries in which our largest
     foreign operations are located.

     In the normal course of business, we use derivative financial instruments
     including interest rate swaps and foreign currency forward exchange
     contracts to manage our market risks. Our objective in managing our
     exposure to changes in interest rates is to limit the impact of such
     changes on earnings and cash flow and to lower our overall borrowing costs.
     Our objective in managing our exposure to changes in foreign currency
     exchange rates is to reduce the economic effect on earnings and cash flow
     associated with such changes. Our principal currency exposures are in the
     major European currencies, the Japanese yen and certain Latin American
     currencies. We do not hold derivatives for trading purposes.

     A quantitative and qualitative discussion about our market risk is
     contained on page 23 of our 2000 Annual Report to our shareholders. There
     have been no material changes in the market risks faced by us since
     December 31, 2000.

                                       16

                           PART II. OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds

          (c)  On August 31, 2001, 1,500 common shares were issued in a private
               placement transaction exempt from registration under the
               Securities Act of 1933 pursuant to section 4(2) of that Act. The
               company issued the shares to a consultant as partial payment for
               services rendered in accordance with a consulting agreement.

               On September 4, 2001, 47 common shares were issued in a
               transaction exempt from registration under the Securities Act of
               1933 pursuant to Regulation S. The common shares were issued
               pursuant to an employee benefit plan to a former employee of a
               wholly-owned Canadian subsidiary of the company.

Item 6.       Exhibits and Reports on Form 8-K

         (a)  Exhibits

              There are no exhibits for the quarter ended September 30, 2001.

         (b)  Reports on Form 8-K

              There were no reports on Form 8-K filed during the quarter ended
              September 30, 2001.

                                   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:  November 9, 2001

                                       17