<PAGE>   1
                                                           Page 1 of 29 Pages

                     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


                                     OR

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


For Transition Period from                to

For Quarter Ended September 30, 1996          Commission File Number 1-5112


                              ETHYL CORPORATION
           (Exact name of registrant as specified in its charter)


              VIRGINIA                                54-0118820
 (State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                  Identification No.)


330 SOUTH FOURTH STREET
P. O. BOX 2189
RICHMOND, VIRGINIA                                       23219
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code - (804) 788-5000

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 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 shares of common stock, $1 par value, outstanding as of October 31,
1996:       118,443,835.
<PAGE>   2


                              ETHYL CORPORATION

                                  I N D E X


                                                                   Page
                                                                  Number

PART I.  FINANCIAL INFORMATION

  ITEM 1.  Financial Statements

     Consolidated Balance Sheets - September 30, 1996 and
        December 31, 1995                                         3 - 4

     Consolidated Statements of Income - Three Months and Nine
        Months Ended September 30, 1996 and 1995                    5

     Condensed Consolidated Statements of Cash Flows -
        Nine Months Ended September 30, 1996 and 1995               6

     Notes to Financial Statements                                7 - 8

  ITEM 2.  Management's Discussion and Analysis of Results
             of Operations and Financial Condition                9 - 12

  PART II.  OTHER INFORMATION

          ITEM 5.   Other Events                                    13

          ITEM 6.  Exhibits and Reports on Form 8-K                 13

  SIGNATURE                                                         14

  EXHIBIT INDEX                                                     15

  EXHIBIT 3.1     Corrected Restated Articles of Incorporation,
                  together with explanatory letter.              16 - 29











                                      2
<PAGE>   3
          PART I.  FINANCIAL INFORMATION

          ITEM 1.  Financial Statements

<TABLE>
<CAPTION>
                                ETHYL CORPORATION AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS
                                      (Dollars in Thousands)

                                                                     September 30
                                                                          1996      December 31
                   ASSETS                                             (unaudited)      1995
                                                                     ------------  ------------

      <S>                                                            <C>           <C>
      Current assets:
        Cash and cash equivalents                                    $    32,630   $    29,972
        Accounts receivable, less allowance for doubtful
          accounts (1996 - $2,340; 1995 - $2,317)                        172,398       169,451
        Inventories:
          Finished goods                                                 181,188       146,010
          Raw materials                                                   22,233        13,285
          Stores, supplies and other                                       9,522         6,587
                                                                     -----------      --------
                                                                         212,943       165,882

        Deferred income taxes and prepaid expenses                        19,670        23,207
                                                                     -----------      --------
            Total current assets                                         437,641       388,512
                                                                     -----------      --------

      Property, plant and equipment, at cost                             763,750       713,635
          Less  accumulated depreciation and amortization               (319,141)     (285,327)
                                                                     -----------      --------
            Net property, plant and equipment                            444,609       428,308
                                                                     -----------      --------

      Other assets and deferred charges                                  160,402       151,833
      Goodwill and other intangibles - net of amortization                59,901        15,134
                                                                     -----------      --------
      Total assets                                                   $ 1,102,553   $   983,787
                                                                     ===========      ========

See accompanying notes to financial statements.


</TABLE>







                                      3
<PAGE>   4

                     ETHYL CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                           (Dollars In Thousands)

                                               September 30
                                                    1996       December 31
      LIABILITIES AND SHAREHOLDERS' EQUITY      (unaudited)       1995
                                                ----------     -----------
Current liabilities:
  Accounts payable                             $    69,230     $    55,903
  Accrued expenses                                  64,681          58,682
  Cash dividends payable                            14,806          14,806
  Long-term debt, current portion                    9,000           -
  Income taxes payable                              30,977          16,379
                                                ----------     -----------
      Total current liabilities                    188,694         145,770
                                                ----------     -----------
Long-term debt                                     353,129         302,973

Other noncurrent liabilities                        88,214          84,171

Deferred income taxes                               41,936          40,745

Shareholders' equity:
  Common stock ($1 par value)
   Issued - 118,443,835 in 1996 and 1995           118,444         118,444
  Additional paid-in capital                         2,799           2,799
  Foreign currency translation adjustments            (669)          2,090
  Retained earnings                                310,006         286,795
                                                ----------     -----------
                                                   430,580         410,128
                                                ----------     -----------

Total liabilities and shareholders' equity     $ 1,102,553     $   983,787
                                                ==========     ===========

See accompanying notes to financial statements.











                                      4

<PAGE>   5


                                ETHYL CORPORATION AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF INCOME
                              (In Thousands Except Per Share Amounts)
                                            (Unaudited)
<TABLE>
<CAPTION>

                                                  Three Months Ended          Nine Months Ended
                                                     September 30                September 30
                                                   1996         1995           1996         1995
                                                 --------    ---------       --------    ---------
    <S>                                         <C>         <C>             <C>         <C>
    Net sales                                   $ 304,169   $  241,672      $ 845,674   $  700,493
    Cost of goods sold                            208,742      159,754        592,386      465,797
                                                 --------    ---------       --------    ---------

       Gross profit                                95,427       81,918        253,288      234,696
    Selling, general and administrative expenses   26,027       24,500         75,870       71,646
    Research, development and testing expenses     18,105       18,854         52,133       57,359
    Special charge                                   -           4,750           -           4,750
                                                 --------    ---------       --------    ---------

       Operating profit                            51,295       33,814        125,285      100,941
    Interest and financing expenses                 6,452        7,564         18,650       21,581
    Other (income),  net                             (303)        (340)        (1,258)        (588)
                                                 --------    ---------       --------    ---------
    Income before income taxes                     45,146       26,590        107,893       79,948
    Income taxes                                   16,661        9,623         40,266       28,482
                                                 --------    ---------       --------    ---------
    Net Income                                  $  28,485   $   16,967      $  67,627   $   51,466
                                                 ========    =========       ========    =========

    Earnings per share                          $     .24   $      .14      $     .57   $      .43
                                                 ========    =========       ========    =========

    Shares used to compute earnings per share     118,444      118,442        118,449      118,442
                                                 ========    =========       ========    =========

    Cash dividends per share of common stock    $    .125   $     .125      $    .375   $     .375
                                                 ========    =========       ========    =========


    See accompanying notes to financial statements.



</TABLE>





                                      5
<PAGE>   6


                     ETHYL CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Dollars In Thousands)
                                 (Unaudited)


                                                          Nine Months Ended
                                                            September 30
                                                        --------------------
                                                          1996        1995
                                                        --------    --------
Cash and cash equivalents at beginning of year         $  29,972   $  31,166
                                                        --------    --------
Cash flows from operating activities:
  Net income                                              67,627      51,466
  Adjustments to reconcile net income to cash flows from
    operating activities:
     Depreciation and amortization                        43,116      35,795
     Special charge                                         -          4,750
     Working capital decreases, net of effects from
       acquisition                                        35,151      10,012
     Other, net                                            1,139       4,746
                                                        --------    --------
       Cash provided from operating activities           147,033     106,769
                                                        --------    --------

Cash flows from investing activities:
  Acquisition of business (net of $1,245 cash acquired) (133,032)       -
  Capital expenditures                                   (23,804)    (33,608)
  Other, net                                              (2,123)      2,149
                                                        --------    --------
       Cash used in investing activities                (158,959)    (31,459)
                                                        --------    --------

Cash flows from financing activities:
  Additional long-term debt                               59,000     162,000
  Repayment of long-term debt                               -       (200,000)
  Cash dividends paid                                    (44,416)    (44,416)
  Other, net                                                -            196
                                                        --------    --------
       Cash provided from (used in) financing activities  14,584     (82,220)
                                                        --------    --------

Increase in cash and cash equivalents                      2,658      (6,910)
                                                        --------    --------


Cash and cash equivalents at end of period             $  32,630   $  24,256
                                                        ========    ========


See accompanying notes to financial statements.





                                      6

<PAGE>   7


                     ETHYL CORPORATION AND SUBSIDIARIES
                        NOTES TO FINANCIAL STATEMENTS
                   (In Thousands Except Per-Share Amounts)
                                 (Unaudited)


1.      In the opinion of management, the accompanying consolidated financial
        statements of Ethyl Corporation and Subsidiaries (the "Company")
        contain all adjustments necessary to present fairly, in all material
        respects, the Company's consolidated financial position as of
        September 30, 1996, the consolidated results of operations for the
        three and nine-month periods ended September 30, 1996 and 1995 and the
        consolidated cash flows for the nine-month periods ended September 30,
        1996 and 1995.  All adjustments are of a normal, recurring nature.
        The December 31, 1995 consolidated balance sheet data was derived from
        audited financial statements but does not include all the information
        and footnotes required by generally accepted accounting principles for
        audited financial statements.  Therefore, these financial statements
        should be read in conjunction with the consolidated financial
        statements and notes thereto included in the December 31, 1995 Annual
        Report.  The results of operations for the nine-month period ended
        September 30, 1996, are not necessarily indicative of the results to
        be expected for the full year.



2.	On February 29, 1996, the Company completed the acquisition
        of the worldwide lubricant additives business of Texaco Inc.,
        ("Texaco") including manufacturing and blending facilities,
        identifiable intangibles and working capital.  The acquisition,
        accounted for under the purchase method, included a cash payment of
        $134.2 million and a future contingent payment of up to $60 million.
        The cash payment was financed primarily under the Company's revolving
        credit agreement.  The payment of up to $60 million will become due on
        February 26, 1999, with interest payable on the contingent debt until
        such date.  The actual amount of the contingent payment and total
        interest will be determined using an agreed-upon formula based on
        volumes of certain acquired product lines shipped during the calendar
        years 1996 through 1998, as specified in the contingent note
        agreement.  Texaco retained substantially all noncurrent liabilities.



        As the Company's 1996 financial statements only include seven months
        of operations of the recently acquired lubricant additives business,
        the following selected unaudited pro forma information is being
        provided to present a summary of the combined results of the Company
        and the worldwide lubricant additives business of Texaco as if the
        acquisition had occurred as of January 1, 1996 and 1995, giving effect
        to adjustments for interest expense that would have been incurred to
        finance the acquisition and other purchase accounting adjustments.
        The pro forma data is for informational purposes only and may not
        necessarily reflect the results of operations of Ethyl had the
        acquired business operated as part of the Company for the nine-month
        periods ended September 30, 1996 and 1995.



                                   Nine Months Ended
                                     September 30
                               -------------------------
                                 1996             1995
                               ---------       ---------

      Net Sales                 $894,849        $975,271
      Net Income                $ 70,517        $ 66,185
      Earnings Per Share            $.60            $.56



                                    7<PAGE>

<PAGE>   8

                     ETHYL CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS (Cont'd.)
                   (In Thousands Except Per-Share Amounts)
                                 (Unaudited)


3.      Long-term debt consists of the following:  September 30     December 31
                                                       1996            1995
                                                    -----------      ----------
        Variable-rate bank loans (average effective
         interest rates were 5.9% for the nine month
         period ended September 30, 1996 and 6.4%
         for  the year 1995)                          $320,000        $270,000
        5.76% Bank Credit Agreement                      9,000             -
        8.6% to 8.86% Medium-Term Notes  due
         through 2001                                   33,750          33,750
                                                       -------        --------
             Total long-term debt                      362,750         303,750
               Less unamortized discount                  (621)           (777)
                                                       -------        --------
             Net long-term debt                        362,129         302,973
                  Less current portion                  (9,000)            -
                                                       -------        --------
                                                      $353,129        $302,973
                                                       =======        ========


        No portion of the $60 million contingent note principal related to the
        purchase of the lubricant additives business from Texaco has been
        recorded on the September 30,1996 balance sheet.  Any principal or
        interest amount ultimately paid on the note will be accounted for as
        an adjustment to the purchase price when paid.



4.	The special charge in 1995 relates to a provision for a legal
        settlement by the Company with the civil division of the U. S.
        Department of Justice resulting in an after tax charge of $4,150 or
        $.04 per share.








                                      8


<PAGE>  9

                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following is management's discussion and analysis of certain significant
factors affecting the Company's results of operations during the periods
included in the accompanying consolidated statement of income and changes in
the Company's financial condition since year-end 1995.  The Company's 1996
results of operations include the results of the lubricant additives business
of Texaco Inc. ("Texaco") since it was acquired on February 29, 1996, while
the balance sheet at September 30, 1996, includes a preliminary allocation of
the purchase price and other purchase accounting adjustments as well as
borrowing used to finance the acquisition.

Results of Operations
Third Quarter 1996 Compared to Third Quarter 1995

Net sales for the third quarter of 1996 amounted to $304.2 million, up $62.5
million from $241.7 million in the 1995 quarter.  The increase in net sales
was due to higher shipments ($73.8 million), partially offset by the impact of
lower selling prices ($11.3 million).  The increased sales reflected the
inclusion of $73.7 million of lubricant additives revenues from the worldwide
lubricant additives business of Texaco acquired on February 29, 1996, and also
higher shipments of  certain other lubricant additives as well as higher
selling prices for antiknocks and other fuel additives, partly offset by lower
selling prices of lubricant additives products and lower shipments of lead
antiknocks.

Cost of goods sold in 1996 of $208.7 million increased $48.9 million from
$159.8 million in the 1995 quarter.  The increase reflected the inclusion of
cost of goods sold of the worldwide lubricant additives business acquired from
Texaco ($60.9 million).  The overall increase was due to higher shipments
($62.5 million) partly offset by the impact of lower costs ($13.6 million),
including lower per unit raw material costs in the 1996 quarter.

The net result of a 26% increase in net sales and a 31% increase in cost of
goods sold was that the gross profit margin decreased to 31.4% in the 1996
quarter from 33.9% in the 1995 quarter, mainly reflecting lower margins due to
continued soft market conditions in lubricant additives, and a change in
product mix reflecting an increase in the extent to which sales and profits
come from lubricant additives and other fuel additives.

Selling, general and administrative expenses combined with research,
development and testing expenses amounted to $44.1 million in the third
quarter 1996, up $0.7 million from $43.4 million in the third quarter 1995.
The increase primarily results from higher expenses related to marketing
activities for  HITEC (R) 3000 performance additive ("MMT"), in spite of a
general reduction in research, development and testing expenses, and also
reflects the synergistic benefit of the acquisition and having the Company's
research laboratory more fully utilized.  As a percentage of net sales,
selling, general and administrative expenses, including research, development
and testing expenses decreased to 14.5% during the 1996 quarter from 17.9%
during the 1995 quarter.

Operating profit in the 1996 quarter increased to $51.3 million, up $17.5
million from $33.8 million in the 1995 quarter.  Most of the increase resulted






                                      9
<PAGE>   10

from the effect of the acquired lubricant additives business, and the absence
of the third quarter 1995 special charge provision of $4.75 million for a
legal settlement by the company with the civil division of the U.S. Department
of Justice, offset in part by lower margins in the 1996 quarter reflecting
soft lubricant additives market conditions and changes in product mix.

Interest expense in third quarter 1996 decreased 15% to $6.5 million from $7.6
million in the 1995 quarter.  The $1.1 million decline reflects $2.1 million
lower interest cost from lower average interest rates as a result of replacing
a $200 million, 9.8% note on September 1995, with lower cost variable-rate
debt as well as a $0.7 million reduction in other fees, largely offset by $1.7
million higher interest expense from an increase in average debt outstanding,
reflecting the effect of funds used to finance the Texaco lubricant additives
acquisition.

Other income, net, decreased to $303 thousand in the 1996 quarter from $340
thousand other income, net, in the 1995 quarter.  The decrease reflects
changes in a number of nonoperating items, none of which are material in
either quarter.

Income Taxes

Income taxes in the third quarter 1996 increased 73% from the third quarter
1995, primarily due to a 70% increase in income before income taxes as well as
the impact of a higher effective income tax rate (36.9% in the 1996 quarter
versus 36.2% in the 1995 quarter).  The third quarter 1995 effective tax rate
was lower than the 1996 rate primarily due to the benefit included in 1995
from a redetermination of prior years research and development tax credits
resulting from a change in federal tax regulations, as well as other favorable
adjustments related to prior tax years.

Nine Months 1996 Compared to Nine Months 1995

Net sales for the nine months 1996 amounted to $845.7 million, up $145.2
million from $700.5 million in nine months 1995.  The increase in net sales
was due to higher shipments ($175.5 million), partially offset by the impact
of lower selling prices ($30.3 million).  The increased sales reflected the
inclusion of $175.2 million of lubricant additives revenues from the worldwide
lubricant additives business of Texaco acquired on February 29, 1996, and also
reflected higher shipments of certain nonlead fuel additives as well as higher
selling prices for antiknocks and other fuel additives, partly offset by lower
selling prices of lubricant additives products and lower shipments of lead
antiknocks.

Cost of goods sold in 1996 of $592.4 million increased $126.6 million from
$465.8 million in the 1995 period.  The increase primarily reflected the
inclusion of cost of goods sold of the worldwide lubricant additives business
acquired from Texaco ($148.6 million).  The overall increase was primarily due
to higher shipments ($140.3 million) as well as an unfavorable foreign
exchange effect.  The overall increase in 1996 was partially offset by lower
per unit raw material costs in the 1996 period and nonrecurring costs in nine
months 1995, including costs associated with the second quarter 1995 shutdown
of operations at a contract manufacturing site, the start-up of certain
lubricant additives facilities and the April 1995 strike at the Feluy,
Belgium, manufacturing plant.



                                     10

<PAGE>   11

The net result of a 21% increase in net sales and a 27% increase in cost of
goods sold was that the gross profit margin decreased to 30.0% in the 1996
period from 33.5% in the 1995 period, mainly reflecting lower margins due to
continued soft market conditions in lubricant additives, and a change in
product mix reflecting an increase in the extent to which sales and profits
come from lubricant additives and other fuel additives.

Selling, general and administrative expenses combined with research,
development and testing expenses amounted to $128.0 million in the nine months
1996, down $1.0 million from $129.0 million in the nine months 1995.  The
decrease primarily results from a general reduction in research, development
and testing expenses, and also largely reflects the synergistic benefit of the
acquisition and having the Company's research laboratory more fully utilized
and of having more of the 1996 research, development and testing expenses
scheduled in the second half of the year, partially offset by higher expenses
related to marketing activities for MMT.  As a percentage of net sales, the
selling, general and administrative expenses, including research, development
and testing expenses, decreased to 15.1% during the 1996 period from 18.4%
during the 1995 period.

Operating profit in the nine months 1996 increased to $125.3 million, up $24.4
million from $100.9 million in the nine months 1995.  Most of the increase
resulted from the effect of the acquired lubricant additives business, and the
absence of the 1995 special charge provision of $4.75 million for a legal
settlement, offset in part by lower margins in the 1996 period reflecting soft
lubricant additives market conditions and changes in product mix, as well as
an unfavorable foreign currency variance.

Interest expense in nine months 1996 decreased 14% to $18.6 million from $21.6
million in the 1995 period.  The $3.0 million decline reflects $6.9 million
lower interest cost from lower average interest rates as a result of replacing
a $200 million, 9.8% note on September 15, 1995, with lower cost variable-rate
debt and a $1.2 million reduction in other fees, mostly offset by $3.8 million
higher interest expense from an increase in average debt outstanding,
reflecting the effect of funds used to finance the Texaco lubricant additives
acquisition, and a $1.3 million reduction in interest costs capitalized in the
1996 period.

Other income, net, increased to $1.3 million in the 1996 period from $0.6
million in the 1995 period.  The increase reflects changes in a number of
nonoperating items, none of which are material in either period.

Income Taxes

Income taxes in the nine months 1996 increased 41% from the nine months 1995,
primarily due to a 35% increase in income before income taxes, as well as the
impact of a higher effective income tax rate (37.3% in the 1996 period versus
35.6% in the 1995 period).  The nine months 1995 effective tax rate was lower
than the 1996 rate primarily due to the benefit included in 1995 from a
redetermination of prior years research and development tax credits resulting
from a change in federal tax regulations, as well as other favorable
adjustments related to prior tax years.


                                     11

<PAGE>   12

Financial Condition and Liquidity

Cash and cash equivalents at September 30, 1996, were about $32.6 million,
which represents an increase of about $2.6 million from $30.0 million at
year-end 1995.

Cash flows were more than sufficient to cover operating activities during the
1996 period.  Cash flows from operating activities of $147.0 million, together
with $59.0 million in additional long-term debt were used to fund the
acquisition of the worldwide lubricant additives business from Texaco for a
purchase price of $133.0 million, and to cover capital expenditures of $23.8
million and cash dividends to shareholders of $44.4 million, as well as an
increase in cash and cash equivalents of $2.6 million.  Management anticipates
that cash provided from operations in the future will be sufficient to cover
the Company's operating expenses, service debt obligations, including reducing
long-term debt, and make dividend payments to shareholders.

The noncurrent portion of Ethyl's long-term debt amounted to $353.1 million at
September 30, 1996, representing an increase in long-term debt of about $50.1
million from December 31, 1995, primarily representing funds borrowed in
connection with the lubricant additives acquisition, partially offset by about
$75.3 million of repayments of amounts borrowed under the revolving credit
agreement, as well as $9.0 million reclassified to current portion of
long-term debt.  The Company also has a contingent note associated with the
acquisition of up to $60 million payable to Texaco.  The actual amount due on
the contingent note will be determined using an agreed upon formula based on
volumes of certain acquired product lines shipped during calendar years 1996
through 1998.  The Company's long-term debt as a percent of total
capitalization was 45.1% at September 30, 1996, excluding the effect of the
contingent note, compared to 42.5% at December 31, 1995.  The Company targets
a range of 30% to 50% for its long-term debt ratio, and intends to continue to
utilize its strong cash flows to reduce long-term debt outstanding.

The Company's capital spending program over the next three to five years is
expected to be somewhat higher than in 1995 but lower than in 1994 and 1993,
reflecting the prior year completion of major construction and expansion
programs. Capital spending for environmental and safety projects on nonplant
expansion and replacement related construction will likely increase from
current levels largely reflecting the acquisition of the lubricant additives
business from Texaco. The capital spending will be financed primarily with
cash provided from operations.





                                     12
<PAGE>   13



                         PART II - Other Information


ITEM 5.         Other Events

                In Canada, in May 1995 legislation was introduced in the
                Canadian Parliament to restrict the inter-provincial transport
                of HiTEC 3000 (R) performance additive ("MMT")  in Canada as
                well as the import of  MMT into Canada.  When Parliament
                adjourned in mid-December 1995, the legislation had not passed
                the House of Commons.  In April 1996 the legislation was
                reintroduced, but it has not passed the House of Commons.  On
                September 10, 1996, the Company served notice on the Canadian
                government that, if such legislation is enacted by Parliament,
                the Company intends to file a claim against the Canadian
                government for damages under an arbitration provision of the
                North American Free Trade Agreement.  The NAFTA provision
                allows a company to bring before an arbitration panel claims
                against NAFTA governments for alleged violations of their
                obligations toward investors.  Before the claim is filed,
                there is a 90-day period for consultations between the Company
                and the Canadian Government.  The Company's management
                contends the proposed legislation would violate Canada's
                investment obligations by "expropriating" Ethyl's MMT business
                in Canada, which would significantly impact the Toronto-based
                subsidiary of Ethyl.


ITEM 6.         Exhibits and Reports on Form 8-K

                (a)     Exhibit - 3.1 Corrected Restated Articles of
                        Incorporation, together with explanatory letter.

                (b)     No reports on Form 8-K have been filed during the
                        quarter for which this report is filed.












                                     13

<PAGE>   14




                                  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 there-unto duly authorized.





                                                  ETHYL CORPORATION
                                                   (Registrant)







Date:  November 1,  1996                         By: s/ Charles B. Walker
                                                 Charles B. Walker
                                                 Vice Chairman of the Board,
                                                 Chief Financial Officer
                                                 and Treasurer
                                                 (Principal Financial Officer)



Date:  November 1, 1996                          By: s/ Wayne C. Drinkwater
                                                 Wayne C. Drinkwater
                                                 Controller
                                                 (Principal Accounting Officer)










                                     14
<PAGE>  15


                                EXHIBIT INDEX




                                                             Page
                                                            Number

Number and Name of Exhibit

Exhibit 3.1     Corrected Restated Articles of
                Incorporation, together with explanatory
                letter.                                       16



















                                      15<PAGE>
<PAGE>  16

                                                                  Exhibit 3.1
                              Hunton & Williams
                        Riverfront Plaza, East Tower
                            951 East Byrd Street
                        Richmond, Virginia 23219-4074
                          Telephone (804) 788-8200
                          Facsimile (804) 788-8218

                               August 13, 1996


State Corporation Commission, Clerk's Office
1300 East Main Street
Richmond, Virginia 23219
Attention: Thomas J. Moore, Esq.


                              Ethyl Corporation


Dear Mr. Moore:

        Enclosed please find for filing Articles of Restatement and the
Restated Articles of Incorporation on behalf of Ethyl Corporation (the
"Company").  Our check in the amount of $25.00 is enclosed for your filing
fee.

        You will note that the Articles of Restatement are dated July 31,
1995.  As we discussed last week, in July 1995, the Company's Board of
Directors approved, and the Company filed, Articles of Restatement with your
office that erroneously omitted the number of shares that were designated
"Series B". The designation of these shares as Series B had been authorized in
the Articles of Amendment filed with your office in 1987.  In our view, the
enclosed Restated Articles of Incorporation, which correct this omission,
reflect the original intention of the Board.  The Restated Articles of
Incorporation are otherwise identical to those filed on July 31, 1995.

        Thank you very much for your assistance.  Please feel free to call me
should you have any questions.





								Sincerely,



                                                       S/ Louanna O. Heuhsen
                                                          Louanna O. Heuhsen

LOH:trf
Enclosures
cc:	E. Whitehead Elmore, Esq.
	Allen C. Goolsby, Esq.
	McAlister C. Marshall, II, Esq.










                                      16<PAGE>

<PAGE>  17

                       ARTICLES OF RESTATEMENT OF THE

               AMENDED AND RESTATED ARTICLES OF INCORPORATION

                           OF ETHYL CORPORATION



        1.      The name of the corporation is Ethyl Corporation (the
"Corporation").

        2.      The Articles of Incorporation of the Corporation shall be
restated in the form attached hereto as Exhibit A.

        3.      The Restatement was duly adopted by the Board of Directors
of the Corporation without shareholder action.  The Restatement does
not contain an amendment to the Articles of Incorporation requiring
shareholder approval.


        IN WITNESS WHEREOF, these Articles of Restatement have been
executed on behalf of the Corporation by its duly authorized officer this
31st day of July, 1995.





                                                  ETHYL CORPORATION


                                                  By:  s/ Steven M. Mayer

                                                  Title: Vice President











                                      17<PAGE>



<PAGE>  18
                                                                 EXHIBIT A

                      RESTATED ARTICLES OF INCORPORATION

                                     of

                              ETHYL CORPORATION


                                 ARTICLE I

The name of the Corporation is

                              ETHYL CORPORATION


                                ARTICLE II

   The purposes of the Corporation are to develop, manufacture, produce,
improve, buy, sell and deal in any and all kinds of materials, chemicals,
plastics, petroleum, paper, machinery, metals, minerals and mineral products,
timber and wood products, and all ingredients, derivatives, products,
by-products, and compounds thereof or related in any way thereto and, without
limitation by reason of the foregoing, to engage in any business not required
to be stated in the articles of incorporation.

   The Corporation shall have the power to make accommodation guarantees or
endorsements of the obligations of any other person or corporation.


                                ARTICLE III

   The Corporation shall have authority to issue 400,000,000 shares of Common
Stock, $1 par value, and 10,000,000 shares of Cumulative Preferred Stock, with
a par value, if any, to be set forth hereinafter with respect to each series.
The Cumulative Preferred Stock may be issued in series as hereinafter
provided.   The description of the Cumulative Preferred Stock and the Common
Stock, and the designations, preferences and voting powers of such classes of
stock or restrictions or qualifications thereof, and the terms on which such
stock is to be issued (together with certain related provisions for the
regulation of the business and for the conduct of the affairs of the
Corporation) shall be as hereinafter set forth in Parts A, B and C of this
Article III.

                       PART A.  CUMULATIVE PREFERRED STOCK

   1.   Issuance in Series.  The Cumulative Preferred Stock may be
issued from time to time in one or more series, with such distinctive


                                      18<PAGE>

<PAGE>  19


serial designations, rights and preferences as shall be stated and expressed
herein or in the resolution or resolutions providing for the issue of shares
of a particular series, and in such resolution or resolutions providing for
the issue of shares of such series, the Board of Directors is expressly
authorized to fix:

        (a)     The annual dividend rate for such series, the dividend
payment dates, the date from which dividends on all shares of such
series issued shall be cumulative, and the extent of participation
rights, if any;

        (b)     The redemption price or prices, if any, for such series
and other terms and conditions on which shares of such series may be
retired or redeemed;

        (c)     The obligation, if any, of the Corporation to purchase and
retire or redeem shares of such series as a sinking fund, and the provisions
of any such sinking fund;

        (d)     The designation and maximum number of shares of such
series issuable;

        (e)     The right to vote, if any, with holders of shares of any
other series or class and any right to vote as a class, either generally
or as a condition to specified corporate action;

        (f)     The amount payable upon shares in event of involuntary
liquidation;

        (g)     The amount payable upon shares in event of voluntary
liquidation; and

        (h)     The rights, if any, of the holders of shares of such
series to convert such shares into other classes of stock of the
Corporation and the terms and conditions of such conversion.

   All shares of Cumulative Preferred Stock of any one series
shall be identical with each other in all respects except, if so
determined by the Board of Directors, as to the dates from which
dividends thereon shall be cumulative; and all shares of Cumulative
Preferred Stock shall be of equal rank with each other, regardless
of series, and shall be identical with each other in all respects
except as provided herein or in the resolution or resolutions
providing for the issue of a particular series.  In case dividends
on all shares of Cumulative Preferred Stock for any quarterly
dividend period are not paid in full, all such shares shall
participate ratably in any partial payment of dividends for such
period in proportion to the full amounts of dividends for such
period to which they are respectively entitled.

   If and whenever, from time to time, the Board of Directors
shall determine to issue Cumulative Preferred Stock of any
series hereinafter designated, the Board shall, prior to the
issue of any shares of such new series, cause provisions
respecting it to be set out in articles of amendment filed with
the State Corporation Commission of Virginia.  The Board of
Directors, in any such articles of amendment filed with the
State Corporation Commission of Virginia, may reclassify any of

                                      19<PAGE>

<PAGE>  20

the authorized but unissued shares of any particular series as
shares or additional shares of any other series, or, unless
otherwise provided in the articles of amendment establishing any
particular series, increase any maximum number of shares
theretofore established for a particular series to any greater
number then authorized by the articles of incorporation.

   2.   Cumulative Preferred Stock, Convertible Series B.  A series
of Cumulative Preferred Stock is hereby designated "Series B,"
which series shall have 2,000,000 shares and the following description and
terms:

        (a)     Dividends and Distributions.

                (i)  The holders of shares of Series B shall be
        entitled to receive, when and as declared by the Board of
        Directors out offunds legally available therefor, dividends
        payable quarterly on the first day of each January, April,
        July and October (each such date being referred to herein
        as a "Quarterly Dividend Payment Date"), commencing on the
        first Quarterly Dividend Payment Date after the first
        issuance of a share or fraction of a share of Series B, in
        an amount per share (rounded to the nearest cent) equal to
        the greater of (a) $50.00 or (b) subject to the provision
        for adjustment hereinafter set forth, 1000 times the
        aggregate per share amount of all cash dividends, and
        1000 times the aggregate per share amount (payable in
        kind) of all non-cash dividends or other distributions
        other than a dividend payable in shares of Common Stock or
        a subdivision of the outstanding shares of Common Stock
        (by reclassification or otherwise), declared on the Common
        Stock, par value $1.00 per share, of the Corporation (the
        "Common Stock") since the immediately preceding Quarterly
        Dividend Payment Date, or, with respect to the first
        Quarterly Dividend Payment Date, since the first issuance
        of any share or fraction of a share of Series A Preferred
        Stock.  In the event the Corporation shall at any time
        after October 5, 1987 (the "Rights Declaration Date") (i)
        declare any dividend on Common Stock payable in shares of
        Common Stock, (ii) subdivide the outstanding Common Stock,
        or (iii) combine the outstanding Common Stock into a smaller
        number of shares, then in each such case the amount to which
        holders of shares of Series B were entitled immediately prior
        to such event under clause (b) of the preceding sentence shall
        be adjusted by multiplying such amount by a fraction the
        numerator of which is the number of shares of Common Stock
        outstanding immediately after such event and the denominator
        of which is the number of shares of Common Stock that were
        outstanding immediately prior to such event.

                (ii)  The Corporation shall declare a dividend or
        distribution on the Series B as provided in subsection
        (i) above immediately after it declares a dividend or
        distribution on the Common Stock (other than a dividend
        payable in shares of Common Stock); provided that, in
        the event no dividend or distribution shall have been
        declared on the Common Stock during the period between

                                      20<PAGE>

<PAGE>  21

        any Quarterly Dividend Payment Date and the next subsequent
        Quarterly Dividend Payment Date, a dividend of $50.00
        per share on the Series B Preferred Stock shall nevertheless
        be payable on such subsequent Quarterly Dividend Payment Date.

                (iii)  Dividends shall begin to accrue and be cumulative
        on outstanding shares of Series B from the Quarterly Dividend
        Payment Date next preceding the date of issue of such shares of
        Series B, unless the date of issue of such shares is prior to
        the record date for the first Quarterly Dividend Payment, in
        which case dividends on such shares shall begin to accrue from
        the date of issue of such shares, or unless the date of issue is
        a Quarterly Dividend Payment Date or is a date after the record
        date for the determination of holders of shares of Series B
        entitled to receive a quarterly dividend and before such
        Quarterly Dividend Payment Date, in either of which events such
        dividends shall begin to accrue and be cumulative from such
        Quarterly Dividend Payment Date.  Accrued but unpaid dividends
        shall not bear interest.  Dividends paid on the shares of Series
        B in an amount less than the total amount of such dividends at
        the time accrued and payable on such shares shall be allocated
        pro rata on a share-by-share basis among all such shares at the
        time outstanding.  The Board of Directors may fix a record date
        for the determination of holders of shares of Series B entitled
        to receive payment of a dividend or distribution declared
        thereon, which record date shall be no more than 70 days prior
        to the date fixed for the payment thereof.

                (iv)  Dividends in full shall not be declared or paid
        or set apart for payment on the Series B for a dividend period
        terminating on the Quarterly Dividend Payment Date unless
        dividends in full have been declared or paid or set apart for
        payment on the Cumulative Preferred Stock of all series (other
        than series with respect to which dividends are not cumulative
        from a date prior to such dividend date) for the respective
        dividend periods terminating on such dividend date.

        (b)     Voting Rights.  The holders of shares of Series B shall
        have the following voting rights:

                (i)  Subject to the provision for adjustment hereinafter
        set forth, each share of Series B shall entitle the holder thereof
        to 1000 votes on all matters submitted to a vote of the shareholders
        of the Corporation.  In the event the Corporation shall at any time
        after the Rights Declaration Date (i) declare any dividend on
        Common Stock payable in shares of Common Stock, (ii) subdivide
        the outstanding Common Stock, or (iii) combine the outstanding
        Common Stock into a smaller number of shares, then in each
        such case the number of votes per share to which holders
        of shares of Series B were entitled immediately prior to
        such event shall be adjusted by multiplying such number by a
        fraction the numerator of which is the number of shares of
        Common Stock outstanding immediately after such event and the
        denominator of which is the number of shares of Common Stock
        that were outstanding immediately prior to such event.

                (ii)  Except as otherwise provided herein or in the Bylaws,
        the holders of shares of Series B and the holders of shares of
        Common Stock shall vote together as one voting group on all
        matters submitted to a vote of stockholders of the Corporation.

                                      21<PAGE>

<PAGE>  22

                (iii)  In addition, in the event that at any time or from
        time to time while any shares of the Series B are outstanding,
        six or more quarterly dividends, whether consecutive or not, on
        any shares of the Series B shall be in arrears and unpaid,
        whether or not earned or declared, then the holders of all of
        the outstanding shares of the Series B together with any other
        series of Cumulative Preferred Stock then entitled to such a
        vote under the terms of the Articles of Incorporation of the
        Corporation, voting as a single class, shall be entitled to
        elect two members of the Board of Directors of the Corporation.
        Immediately after the occurrence of such event, the Corporation
        shall cause the number of directors of the Corporation to be
        increased by two and (unless a regular meeting of stockholders
        of the Corporation is to be held within sixty (60) days for the
        purpose of electing directors) shall give prompt notice to the
        holders of all of the outstanding shares of the Cumulative
        Preferred Stock then so entitled to such a vote of a special
        meeting of such holders to take place within sixty (60) days
        after the occurrence of such event.  If such meeting shall not
        have been called as so provided, such meeting may be called at
        the expense of the Corporation by the holders of not less than
        five percent (5%) of such Cumulative Preferred Stock at the time
        outstanding, on written notice specifying the time and place of
        the meeting given by mail not less than ten (10) days or more
        than thirty (30) days before the date of such meeting specified
        in such notice.  At such meeting the holders of all of such
        Cumulative Preferred Stock at the time outstanding, voting as a
        single class, shall have the right to elect two (2) members of
        the Board of Directors of the Corporation.

                If a regular meeting of the stockholders of the Corporation
        for the purpose of electing directors is to be held within sixty
       (60) days after the occurrence of such event then at such
       meeting, and, in any event, at each subsequent meeting of the
       stockholders of the Corporation called for the purpose of
       electing directors, the holders of such Cumulative Preferred
       Stock at the time outstanding, voting as a single class, shall
       have the right to elect two (2) members of the Board of
       Directors on the same conditions as stated above.

                At any special or regular meeting provided for in the next
       two preceding subsections, each outstanding share of such
       Cumulative Preferred Stock shall be entitled to one vote for the
       election of the directors provided for herein; the holders of a
       majority of the shares of such Cumulative Preferred Stock at the
       time outstanding shall constitute a quorum; and a plurality vote
       of such quorum shall govern.

                The directors elected by the holders of such Cumulative
       Preferred Stock shall hold office until their successors shall
       be elected; provided that their term of office shall
       automatically expire at such time as all dividends on all
       outstanding shares of such Cumulative Preferred Stock in arrears
       shall have been paid in full.

                                      22<PAGE>

<PAGE>  23

                (iv)  Except as otherwise provided in the Articles of
       Incorporation, holders of Series B shall have no special voting
       rights and their consent shall not be required (except to the
       extent they are entitled to vote with holders of Common Stock as
       set forth herein) for taking any corporate action.

       (c)      Certain Restrictions.

                (i)   Whenever quarterly dividends or other dividends or
       distributions payable on the Series B as provided in subsection
       (a) are in arrears, thereafter and until all accrued and unpaid
       dividends and distributions, whether or not declared, on shares
       of Series B outstanding shall have been paid in full, the
       Corporation shall not

                      (1)  declare or pay or set apart for payment any
                dividends (other than dividends payable in shares of
                any class or classes of stock of the Corporation ranking
                junior to the Series B) or make any other distributions
                on, any class of stock of the Corporation ranking junior
                (either as to dividends or upon liquidation, dissolution
                or winding up) to the Series B and shall not redeem,
                purchase or otherwise, acquire, directly or indirectly,
                whether voluntarily, for a sinking fund, or otherwise
                any shares of any class of stock of the Corporation
                ranking junior (either as to dividends or upon liquidation,
                dissolution or winding up) to the Series B, provided that,
                notwithstanding the foregoing, the Corporation may at any time
                redeem, purchase or otherwise acquire shares of stock of any
                such junior class in exchange for, or out of the net cash
                proceeds from the concurrent sale of other shares of stock of
                any such junior class;

                      (2)  declare or pay dividends on or make any other
                distributions on any shares of stock ranking on a parity
                (either as to dividends or upon liquidation, dissolution
                or winding up) with the Series B, except dividends paid
                ratably on the Series B and all such parity stock on which
                dividends are payable or in arrears in proportion to the
                total amounts to which the holders of all such shares are
                then entitled;

                      (3)  redeem or purchase or otherwise acquire for
                consideration shares of any stock ranking on a parity (either
                as to dividends or upon liquidation, dissolution or winding
                up) with the Series B, provided that the Corporation may at
                any time redeem, purchase or otherwise acquire shares of
                any such parity stock in exchange for shares of any stock
                of the Corporation ranking junior (either as to dividends
                or upon dissolution, liquidation or winding up) to the
                Series B;

                      (4)  purchase or otherwise acquire for consideration any
                shares of Series B, or any shares of stock ranking on a parity

                                      23<PAGE>

<PAGE>  24
                with the Series B, except in accordance with a purchase offer
                made in writing or by publication (as determined by the Board
                of Directors) to all holders of such shares upon such terms
                as the Board of Directors, after consideration of the
                respective annual dividend rates and other relative rights
                and preferences of the respective series and classes, shall
                determine in good faith will result in fair and equitable
                treatment among the respective series or classes.

                (ii)  The Corporation shall not permit any subsidiary of the
       Corporation to purchase or otherwise acquire for consideration
       any shares of stock of the Corporation unless the Corporation
       could, under subsection (i) of this subsection (c), purchase or
       otherwise acquire such shares at such time and in such manner.

       (d)     Reacquired Shares.  Any shares of Series B purchased or
otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition
thereof.  All such shares shall upon their cancellation become
authorized but unissued shares of Cumulative Preferred Stock and
may be reissued as part of a new series of Cumulative Preferred
Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on
issuance set forth herein.

       (e)     Liquidation, Dissolution or Winding Up.

               (i)  Upon any voluntary or involuntary liquidation,
        dissolution or winding up of the Corporation, no distribution
        shall be made to the holders of shares of stock ranking junior
        (either as to dividends or upon liquidation, dissolution or
        winding up) to the Series B unless, prior thereto, the holders
        of shares of Series B shall have received $3,000.00 per share,
        plus an amount equal to accrued and unpaid dividends and
        distributions thereon, whether or not declared, to the date of
        such payment (the "Series B Liquidation Preference").  Following
        the payment of the full amount of the Series B Liquidation
        Preference, no additional distributions shall be made to the
        holders of shares of Series B unless, prior thereto, the holders
        of shares of Common Stock shall have received an amount per
        share (the "Common Adjustment") equal to the quotient obtained
        by dividing (1) the Series B Liquidation Preference by (2) 1000
        (as appropriately adjusted as set forth in subsection (iii)
        below to reflect such events as stock splits, stock dividends
        and recapitalizations with respect to the Common Stock) (such
        number in clause (ii) being hereinafter referred to as the
        "Adjustment Number").  Following the payment of the full amount
        of the Series B Liquidation Preference and the Common Adjustment
        in respect of all outstanding shares of Series B and Common
        Stock, respectively, holders of Series B and holders of shares
        of Common Stock shall receive their ratable and proportionate
        share of the remaining assets to be distributed in the ratio of
        the Adjustment Number to 1 with respect to such Series B and
        Common Stock, on a per share basis, respectively.

                                      24<PAGE>

<PAGE>  25

               (ii)  In the event, however, that there are not sufficient
        assets available to permit payment in full of the Series B
        Liquidation Preference and the liquidation preferences of all
        other series of Cumulative Preferred Stock, if any, that rank on
        a parity with the Series B, then such remaining assets shall be
        distributed ratably to the holders of such parity shares in
        proportion to their respective liquidation preferences.  In the
        event, however, that there are not sufficient assets available
        to permit payment in full of the Common Adjustment, then such
        remaining assets shall be distributed ratably to the holders of
        Common Stock.

               (iii)  In the event the Corporation shall at any time after
        the Rights Declaration Date (1) declare any dividend on Common
        Stock payable in shares of Common Stock, (2) subdivide the
        outstanding Common Stock, or (3) combine the outstanding Common
        Stock into a smaller number of shares, then in each such case
        the Adjustment Number in effect immediately prior to such event
        shall be adjusted by multiplying such Adjustment Number by a
        fraction the numerator of which is the number of shares of
        Common Stock outstanding immediately after such event and the
        denominator of which is the number of shares of Common Stock
        that were outstanding immediately prior to such event.

        (f)     Consolidation, Merger, etc.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or changed into
other stock or securities, cash and/or any other property, then in any
such case the shares of Series B shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 1000 times the aggregate
amount of stock, securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged.  In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series B shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

        (g)     Redemption.  The outstanding shares of Series B may be
redeemed at the option of the Board of Directors as a whole, but not in
part, at any time, at which no person beneficially owns more than 20%
of the outstanding Common Stock of the Corporation at a cash price per
share equal to (i) 100% of the product of the Adjustment Number times
the Average Market Value (as such term is hereinafter defined) of the
Common Stock, plus (ii) all dividends which on the redemption date have

                                      25<PAGE>

<PAGE>  26

accrued on the shares to be redeemed and have not been paid or
declared and a sum sufficient for the payment thereof set apart,
without interest; provided, however, that if and whenever any
quarterly dividend shall have accrued on the Series B that has not
been paid or declared and a sum sufficient for the payment thereof
set apart, the Corporation may not purchase or otherwise acquire
any shares of Series B unless all shares of such stock at the
time outstanding are so purchased or otherwise acquired.  The
"Average Market Value" is the average of the closing sale prices
of a share of the Common Stock during the 30 day period
immediately preceding the date before the redemption date on the
Composite Tape for New York Stock Exchange Listed Stocks, or, if
such stock is not quoted on the Composite Tape, on the New York
Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as
amended, on which such stock is listed, or, if such stock is not
listed on any such exchange, the average of the closing bid
quotations with respect to a share of Common Stock during such
30-day period on the National Association of Securities Dealers,
Inc. Automated Quotations System or any system then in use, or
if no such quotations are available, the fair market value of a
share of the Common Stock as determined by the Board of Directors
in good faith.

        (h)     Ranking.  The Series B shall rank junior to all other
series of the Corporation's Cumulative Preferred Stock as to the
payment of dividends and the distribution of assets, unless the
terms of any such series shall provide otherwise.

        (i)     Amendment.  The Corporation shall not create any other
class or classes of stock ranking prior to the Series B either as to
dividends or liquidation, or increase the authorized number of shares
of any such other class of stock, or amend, alter, or repeal any of
the provisions of the Articles of Incorporation or the resolution
or resolutions adopted by the Board of Directors authorizing the
Series B so as to adversely affect the preferences, rights or
powers of the Series B without the affirmative vote of the holders of
more than two-thirds of the outstanding shares of the Series B, voting
separately as one voting group.

        (j)     Fractional Shares.  Series B may be issued in fractions
of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit
of all other rights of holders of Series B.

                           PART B.  COMMON STOCK

   1.  Voting Rights.  The holders of the Common Stock shall, to
the exclusion of the holders of any other class of stock of the
Corporation, have the sole and full power to vote for the
election of directors and for all other purposes without
limitation except only as provided in sections 1 and 2 of Part
A, and as otherwise expressly provided by the then existing
statutes of the Commonwealth of Virginia.  The holders of the
Common Stock shall have one (1) vote for each share of Common
Stock held by them.

   2.  Dividends.  Subject to the provisions hereinabove set forth
with respect to Cumulative Preferred Stock, the holders of shares

                                      26<PAGE>

<PAGE>  27

of Common Stock shall be entitled to receive dividends if, when and as
declared by the Board of Directors out of funds legally available therefor.

                          PART C.  PRE-EMPTIVE RIGHTS

   1.   No holder of Cumulative Preferred Stock shall as such holder
have any pre-emptive or preferential right to purchase or subscribe
to (i) any shares of any class of stock of the Corporation, whether
now or hereafter authorized, (ii) any warrants, rights or options to
purchase any such stock, or (iii) any obligations convertible into
any such stock or into warrants, rights or options to purchase any
such stock.

   2.   The holders of Common Stock shall have no pre-emptive rights
to purchase or subscribe to any shares of Cumulative Preferred Stock
or to any shares of any class of stock of the Corporation that may be
issued on conversion of any shares of Cumulative Preferred Stock.


                                 ARTICLE IV

   1.   Number of Directors.  Unless otherwise fixed in the By-Laws,
the number of directors of the Corporation shall be eighteen (18),
but in no event shall such number be less than three (3).

   2.   Indemnification of Directors and Officers.

        (a)   To the full extent that the Virginia Stock Corporation
   Act, as it existed on May 27, 1988, the effective date of this
   section, or as hereafter amended, permits the limitation or
   elimination of the liability of Directors and officers, no
   Director or officer of the Corporation made a party to any
   proceeding shall be liable to the Corporation or its
   stockholders for monetary damages arising out of any
   transaction, occurrence or course of conduct, whether occurring
   prior or subsequent to the effective date of this section.

        (b)   To the full extent permitted by the Virginia Stock
   Corporation Act, as it existed on May 28, 1988, the effective
   date of this section, or as hereafter amended, the Corporation
   shall indemnify any person who is or was a party to any
   proceeding by reason of the fact that (i) he is or was a
   Director or officer of the Corporation, or (ii) he is or was
   serving at the request of the Corporation as a director,
   trustee, partner or officer of another corporation, partnership,
   joint venture, trust, employee benefit plan or other enterprise,
   against any liability incurred by him in connection with such
   proceeding.  A person is considered to be serving an employee
   benefit plan at the Corporation's request if his duties to the
   Corporation also impose duties on, or otherwise involve services
   by, him to the plan or to participants in or beneficiaries of
   the plan.  The Board of Directors is hereby empowered, by a
   majority vote of a quorum of the disinterested Directors, to
   enter into a contract to indemnify any Director or officer in
   respect of any proceeding arising from any act or omission,
   whether occurring before or after the execution of such contract.

                                      27<PAGE>

<PAGE>  28

        (c)   The Board of Directors is hereby empowered, by majority
   vote of a quorum of the disinterested Directors, to cause the
   Corporation to indemnify or contract to indemnify any person not
   specified in subsection (a) or (b) of this section who was, is
   or may become a party to any proceeding, by reason of the fact
   that he is or was an employee, agent or consultant of the
   Corporation, or is or was serving at the request of the
   Corporation as an employee, agent or consultant of another
   corporation, partnership, joint venture, trust, employee benefit
   plan or other enterprise, to the same extent as if such person
   were specified as one to whom indemnification is granted in
   subsection (b) of this section.

        (d)   The provisions of this section shall be applicable to all
   proceedings commenced after the effective date hereof arising
   from any act or omission, whether occurring before or after such
   effective date.  No amendment or repeal of this section shall
   have any effect on the rights provided under this section with
   respect to any act or omission occurring prior to such amendment
   or repeal.  The Corporation shall promptly take all such
   actions, and make all such determinations, as shall be necessary
   or appropriate to comply with its obligation to make any
   indemnity under this section and shall pay or reimburse promptly
   all reasonable expenses, including attorneys' fees, incurred by
   such Director or officer in connection with such actions and
   determinations or proceedings of any kind arising therefrom.

        (e)   In the event there has been a change in the composition of
   a majority of the Board of Directors after the date of the
   alleged act or omission with respect to which indemnification is
   claimed, any determination as to indemnification and advancement
   of expenses with respect to any claim for indemnification made
   pursuant to this section shall be made by special legal counsel
   agreed upon by the Board of Directors and the applicant.  If the
   Board of Directors and the applicant are unable to agree upon
   such special legal counsel, the Board of Directors and the
   applicant each shall select a nominee, and the nominees shall
   select such special legal counsel.

        (f)   Every reference herein to Directors, officers, trustees,
   partners, employees, agents or consultants shall include former
   Directors, officers, trustees, partners, employees, agents or
   consultants and their respective heirs, executors and
   administrators.  The indemnification hereby provided and
   provided hereafter pursuant to the power hereby conferred by
   this section on the Board of Directors shall not be exclusive of
   any other rights to which any person may be entitled, including
   any right under policies of insurance that may be purchased and
   maintained by the Corporation or others, with respect to claims,
   issues or matters in relation to which the Corporation would not
   have the power to indemnify such person under the provisions of
   this section.  Such rights shall not prevent or restrict the
   power of the Corporation to make or provide for any further
   indemnity, or provisions for determining entitlement to
   indemnity, pursuant to one or more indemnification agreements,
   bylaws, or other arrangements (including, without limitation,
   creation of trust funds or security interests funded by letters

                                      28<PAGE>

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   of credit or other means) approved by the Board of Directors
   (whether or not any of the Directors of the Corporation shall be
   a party to or beneficiary of any such agreements, bylaws or
   arrangements); provided, however, that any provision of such
   agreements, bylaws or other arrangements shall not be effective
   if and to the extent that it is determined to be contrary to
   this section or applicable laws of the Commonwealth of Virginia.

        (g)   Each provision of this section shall be severable and an
   adverse determination as to any such provision shall in no way
   affect the validity of any other provision.

        (h)   Unless otherwise defined, terms used in this section shall
   have the definitions assigned to them in the Virginia Stock
   Corporation Act, as it exists on the date hereof or as hereafter
   amended.

                                  ARTICLE V

        Any amendment or restatement of these Articles other than an
amendment or restatement that amends or affects the shareholder vote
required by the Virginia Stock Corporation Act to approve a merger,
statutory share exchange, sale of all or substantially all of the
Corporation's assets or the dissolution of the Corporation shall be
approved by a majority of the votes entitled to be cast by each
shareholder voting group that is entitled to vote on the matter.





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