SECURITIES AND EXCHANGE COMMISSION

FORM S-8

THE LUBRIZOL CORPORATION

OHIO
(State or other jurisdiction of incorporation or organization)

34-0367600
(I.R.S. Employer Identification No.)

29400 Lakeland Boulevard, Wickliffe, Ohio 44092
(Address of Principal Executive Offices)

THE LUBRIZOL CORPORATION 2005 STOCK INCENTIVE PLAN
(Full title of the Plan)

Leslie M. Reynolds
Secretary and Counsel
The Lubrizol Corporation
29400 Lakeland Boulevard
Wickliffe, Ohio 44092
(Name and address of agent for service)

(440) 347-5645
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Table of Contents

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information required in Part I of this registration statement on Form S-8 (the “Registration Statement”) will be sent or given to participants in The Lubrizol Corporation 2005 Stock Incentive Plan as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Accordingly, the information is not being filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents, which are on file with the Securities and Exchange Commission (“SEC”), are incorporated herein by reference:

2

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the securities that may be offered under The Lubrizol Corporation 2005 Stock Incentive Plan will be passed on by Joseph W. Bauer, Vice President and General Counsel of the Registrant.

Item 6. Indemnification of Directors and Officers.

     The Code of Regulations of the Registrant provides that the Registrant shall indemnify any present or former director or officer of the Registrant against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person by a reason of the fact that such person was a director or officer, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by applicable law.

     Ohio Revised Code Section 1701.13 permits indemnification of such persons with respect to such matters, other than an action by or in the right of the registrant, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of an action brought by or in the right of the registrant, such Ohio Revised Code section permits indemnification of such persons against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the settlement or defense of such action if such person acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the registrant, subject to certain exceptions, including an exception for a matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the registrant, unless the court in which such action was brought determines that such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

     Each director and officer of the Registrant is a party to an indemnification agreement with the Registrant, which agreement provides that the Registrant will indemnify such officer or director against expenses, including, without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement, in connection with any claim against such officer or director arising out of such person’s being an officer or director of the Registrant, to the full extent provided by (i) the Registrant’s bylaws, regulations or articles of incorporation, as in effect on the date of the agreement or at the time expenses are incurred; (ii) Ohio law or the law governing the Registrant at the time the expenses are incurred; or (iii) insurance maintained by the Registrant, at the option of such officer or director. The Registrant has also agreed to maintain directors’ and officers’ liability insurance so long as such insurance is available on a basis acceptable to the Registrant, and to advance funds for expenses, provided the officer or director agrees to reimburse the Registrant if such officer or director is ultimately found not to be entitled to such indemnification.

3

     The Registrant maintains insurance policies that insure the Registrant’s directors and officers against certain liabilities (excluding fines and penalties imposed by law) that might be incurred by them in such capacities and insure the Registrant for amounts that may be paid by it (up to the limits of such policies) to indemnify the directors and officers covered by the policies.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits

     The Exhibits to this Registration Statement are listed in the Index to Exhibits, which immediately follows the signature pages.

Item 9. Undertakings.

provided, however, that clauses (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

4

5

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wickliffe, State of Ohio, on May 10, 2005.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

6

7

INDEX TO EXHIBITS

8