<PAGE>

                                                              Page 1 of 21 pages

                                  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


                                       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 March 31, 2002                   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                                            23218-2189
---------------------------------------                       ----------
(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 April 30,
2002: 83,454,650.

<PAGE>

                                ETHYL CORPORATION

                                    I N D E X

<TABLE>
<CAPTION>
                                                                               Page
                                                                              Number
                                                                              ------
<S>                                                                           <C>
PART I.  FINANCIAL INFORMATION

   ITEM 1.  Financial Statements

   Consolidated Statements of Income - Three Months
            Ended March 31, 2002 and 2001                                         3

   Consolidated Balance Sheets - March 31, 2002 and December 31, 2001             4

   Condensed Consolidated Statements of Cash Flows -
            Three Months Ended March 31, 2002 and 2001                            5

   Notes to Financial Statements                                                6-10

   ITEM 2.  Management's Discussion and Analysis of Results
                  of Operations and Financial Condition                        11-19

   ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk           19

PART II. OTHER INFORMATION

   ITEM 6.  Exhibits and Reports on Form 8-K                                     20

SIGNATURE                                                                        21
</TABLE>

                                        2

<PAGE>

PART I -  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

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


<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                              March 31
                                                                ---------------------------------------
                                                                    2002                   2001
                                                                ---------------      ------------------
<S>                                                             <C>                  <C>
Net sales                                                            $ 150,614               $ 217,260
Cost of goods sold                                                     118,606                 187,085
                                                                ---------------      ------------------

   Gross profit                                                         32,008                  30,175

TEL marketing agreements services                                        5,716                   8,082

Selling, general, and administrative expenses                           16,469                  18,470
Research, development, and testing expenses                             12,232                  17,991
Special items expense                                                        -                 (10,707)
                                                                ---------------      ------------------

   Operating profit (loss)                                               9,023                  (8,911)

Interest and financing expenses                                          7,038                   8,194
Other expense, net                                                        (686)                   (694)
                                                                ---------------      ------------------

Income (loss) before income taxes                                        1,299                 (17,799)
Income tax expense (benefit)                                               416                  (6,532)
                                                                ---------------      ------------------

Income (loss) before cumulative effect of
   accounting change                                                       883                 (11,267)

Cumulative effect of accounting change for
   goodwill write-off (net of $615 tax)                                 (2,505)                      -
                                                                ---------------      ------------------

Net loss                                                             $  (1,622)              $ (11,267)
                                                                ===============      ==================

Basic and diluted earnings (loss) per share:
   Income (loss) before cumulative effect of
     accounting change                                               $  $ 0.01               $   (0.14)
   Cumulative effect of accounting change for
        goodwill write-off (net of tax)                                  (0.03)                      -
                                                                ---------------      ------------------

Basic and diluted loss per share                                     $   (0.02)              $   (0.14)
                                                                ===============      ==================

Shares used to compute basic earnings
   (loss) per share                                                     83,455                  83,455
                                                                ===============      ==================

Shares used to compute diluted earnings
   (loss) per share                                                     84,449                  83,455
                                                                ===============      ==================
</TABLE>

See accompanying notes to financial statements.

                                       3

<PAGE>

                       ETHYL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                           March 31
                                                                            2002      December 31
                                                                         (unaudited)      2001
                                                                         -----------  -----------
<S>                                                                      <C>          <C>
                                 ASSETS
Current assets:
   Cash and cash equivalents                                             $    11,707  $    12,382
   Restricted cash                                                               866          996
   Trade and other accounts receivable, less allowance
      for doubtful accounts ($888 - 2002; $889 - 2001)                       117,767      121,261
   Receivable - TEL marketing agreements services                             18,164       16,935
   Inventories:
      Finished goods and work-in-process                                      91,722       98,995
      Raw materials                                                           13,648       14,066
      Stores, supplies and other                                               8,284        8,397
                                                                         -----------  -----------
                                                                             113,654      121,458

   Deferred income taxes and prepaid expenses                                 15,809       11,742
                                                                         -----------  -----------
      Total current assets                                                   277,967      284,774
                                                                         -----------  -----------

Property, plant and equipment, at cost                                       761,785      760,649
   Less accumulated depreciation and amortization                            551,922      544,892
                                                                         -----------  -----------
      Net property, plant and equipment                                      209,863      215,757
                                                                         -----------  -----------

Prepaid pension cost                                                          25,921       25,731
Other assets and deferred charges                                            107,635      114,447
Goodwill and other intangibles, net of amortization                           73,780       78,916
                                                                         -----------  -----------

Total assets                                                             $   695,166  $   719,625
                                                                         ===========  ===========


                    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                     $    44,859  $    54,376
    Accrued expenses                                                          51,551       59,907
    Long-term debt, current portion                                          310,970       30,504
    Income taxes payable                                                      15,351       14,648
                                                                         -----------  -----------
        Total current liabilities                                            422,731      159,435
                                                                         -----------  -----------

Long-term debt                                                                24,064      305,453
Other noncurrent liabilities                                                 105,453      109,444

Shareholders' equity
      Common stock ($1 par value)
              Issued - 83,454,650 in 2002 and 2001                            83,455       83,455
      Accumulated other comprehensive loss                                   (27,923)     (27,170)
      Retained earnings                                                       87,386       89,008
                                                                         -----------  -----------
                                                                             142,918      145,293
                                                                         -----------  -----------

Total liabilities and shareholders' equity                               $   695,166  $   719,625
                                                                         ===========  ===========
</TABLE>

See accompanying notes to financial statements.

                                       4

<PAGE>

                       ETHYL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands, unaudited)

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                    March 31
                                                                             ---------------------
                                                                                2002        2001
                                                                             ---------    --------
<S>                                                                          <C>          <C>
Cash and cash equivalents at beginning of year                               $  12,382    $  4,470
                                                                             ---------    --------

Cash flows from operating activities:
     Net loss                                                                   (1,622)    (11,267)
     Adjustments to reconcile net loss to cash flows from
       operating activities:
           Depreciation and amortization                                        14,188      26,427
           Write-off of goodwill                                                 3,120           -
           Accrued severance, early retirement, and other engine oil
               additives rationalization charges                                     -      11,625
           Deferred income taxes                                                (2,241)     (3,933)
           Prepaid pension cost                                                  1,477      (2,815)
           TEL working capital advance                                            (322)          -
           Working capital changes                                              (7,276)     (8,285)
           Other, net                                                              471       1,131
                                                                             ---------    --------
               Cash provided from operating activities                           7,795      12,883
                                                                             ---------    --------

Cash flows from investing activities:
     Capital expenditures                                                       (2,358)     (2,287)
     Prepayment for TEL marketing agreement services                            (3,200)          -
     Equity investments                                                              -      (1,250)
     Other, net                                                                     (6)        (16)
                                                                             ---------    --------
               Cash used in investing activities                                (5,564)     (3,553)
                                                                             ---------    --------

Cash flows from financing activities:
     Repayment of term loans                                                   (38,640)    (40,000)
     Net borrowings                                                             37,840      40,000
     Debt issuance costs                                                        (1,983)     (2,446)
     Other, net                                                                   (123)       (116)
                                                                             ---------    --------
               Cash used in financing activities                                (2,906)     (2,562)
                                                                             ---------    --------

(Decrease) increase in cash and cash equivalents                                  (675)      6,768
                                                                             ---------    --------

Cash and cash equivalents at end of period                                   $  11,707    $ 11,238
                                                                             =========    ========
</TABLE>

See accompanying notes to financial statements.

                                       5


<PAGE>

                       ETHYL CORPORATION AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                   (Unaudited)

1.        In the opinion of management, the accompanying consolidated financial
          statements of Ethyl Corporation and Subsidiaries contain all necessary
          adjustments for the fair presentation of, in all material respects,
          our consolidated financial position as of March 31, 2002, as well as
          the consolidated results of operations and the consolidated cash flows
          for the three-months ended March 31, 2002 and 2001. All adjustments
          are of a normal, recurring nature. These financial statements should
          be read in conjunction with the consolidated financial statements and
          related notes included in the 2001 Annual Report on Form 10-K. The
          results of operations for the three-month period ended March 31, 2002
          are not necessarily indicative of the results to be expected for the
          full year.

2.        The tables below show our consolidated net sales by segment, operating
          profit by segment, and reconciliation to income (loss) before income
          taxes.

                                                  Net Sales By Segment
                                                     (in millions)


                                                     First Quarter
                                                 2002             2001
                                                 ----             ----
          Petroleum additives                   $148.9           $205.9
          Tetraethyl lead                          1.7             11.4
                                                ------          -------
          Consolidated net sales                $150.6           $217.3
                                                ======          =======

                                       6

<PAGE>

                            Segment Operating Profit
                                  (in millions)

                                                          First Quarter
                                                       2002           2001
                                                       ----           ----
         Petroleum additives before
           nonrecurring items                         $ 10.6        $   8.2
         Nonrecurring items                             (1.5)         (23.2)
                                                      ------        -------
            Total petroleum additives                    9.1          (15.0)
         Tetraethyl lead before
            nonrecurring items                           4.5           10.6
         Nonrecurring items                             (1.6)             -
                                                      ------        -------
            Total tetraethyl lead                        2.9           10.6
                                                      ------        -------

         Segment operating profit (loss)                12.0           (4.4)
         Add back current year nonrecurring
            item to reconcile Segment Reporting
            to Consolidated Statements
             of Income                                   3.1              -
         Corporate unallocated expense                  (2.3)          (5.9)
         Interest expense                               (7.0)          (8.2)
         Pension (expense) income                       (1.5)           2.8
         Other expense, net                             (3.0)          (2.1)
                                                      ------        -------
         Income (loss) before income taxes            $  1.3        $ (17.8)
                                                      ======        =======


3.       During first quarter 2001, TEL inventory quantities were reduced which
         resulted in a liquidation of LIFO inventory layers. The effect of the
         liquidation was to decrease cost of goods sold by $1.5 million and
         increase net income by $900 thousand or $.01 per share.

4.       Special items expense for 2001 includes a charge of $10.7 million ($6.8
         million after tax or $.08 per share) for severance, early retirement,
         and other expenses related to our engine oil additives rationalization.

5.       Other expense, net for both the first quarter 2002 and 2001 was $700
         thousand. The 2002 amount included $1.3 million for expenses related to
         debt refinancing activities, while 2001 included $1.8 million for our
         percentage share of losses in equity investments.

                                       7

<PAGE>

6.   Long-term debt consisted of the following:
                                                        March 31    December 31
                                                          2002          2001
                                                          ----          ----

         New term loan                                 $ 205,691    $   205,691
         Revolving credit agreement                       60,000         40,800
         Term loan agreement                              44,774         83,414
         Private borrowing                                18,640              -
                                                       ---------    -----------
                                                         329,105        329,905
         Obligation under capital lease                    5,929          6,052
                                                       ----------   -----------
           Total debt                                    335,034        335,957
           Less current portion                         (310,970)       (30,504)
                                                       ---------    -----------
           Long-term debt                              $  24,064    $   305,453
                                                       =========    ===========


     In March 2002, we entered the Fourth Amendment to Amended and Restated
     Credit Agreement (the New Credit Facility) with our lenders. The New Credit
     Facility includes a revolving line of credit of $146 million (including a
     letter of credit sub-facility), the remaining balance on the original term
     loan of $45 million, and the remaining balance on the new term loan of $205
     million. The facility has a maturity date of March 31, 2003. However, the
     maturity date can be further extended to March 31, 2004 provided certain
     conditions are met.

     The key provisions of the New Credit Facility are detailed in Note 26 of
     our Form 10-K for the year ended December 31, 2001. These provisions
     include collateralizing substantially all of our assets in the United
     States and higher interest rates. Mandatory prepayments on debt are
     required from excess cash flow, asset dispositions, and certain other
     transactions. The payment of dividends is not permitted and investments, as
     well as capital expenditures are limited.

     While the New Credit Facility does provide for an extension through March
     31, 2004, our current forecast of operating earnings alone would not
     achieve the extension conditions. We are pursuing certain strategic
     initiatives, which if completed, would cause us to achieve the additional
     extension through March 31, 2004. The completion of these initiatives
     cannot be assured. If the extension is not achieved, we plan to enter into
     negotiations with our lenders in the second half of 2002 to further extend
     our borrowing facilities. However, there is no assurance that an agreement
     will be accomplished. This would cause us to pursue other alternatives. We
     believe the alternatives, if required, would be available to us. However,
     there can be no assurance of their success. Consequently, borrowings under
     the New Credit Facility are reflected as current liabilities in accordance
     with generally accepted accounting principles beginning in the first
     quarter of 2002 until such time as the extension conditions are achieved or
     alternative longer-term borrowing facilities are secured.

     On February 1, 2002, Bruce C. Gottwald, Chairman of the Board, made a loan
     to Ethyl in the amount of $18.6 million. The loan is for three years at an
     interest rate of 8.5%. Interest payments are due monthly during the term of
     the loan, with the principal amount coming due at maturity. We used the
     proceeds of the loan to pay down existing bank debt. The loan is
     nonrecourse to Ethyl and is collateralized by a first deed of trust on the
     three buildings at 330 South Fourth Street, Richmond, Virginia, that are
     our principal offices. An independent appraiser valued the three buildings
     at $18.6 million. We have a "put" right at the end of the loan term under
     which we can convey the property to the lender in satisfaction of the debt.
     If we

                                       8

<PAGE>

         fail to pay the loan at maturity, the lender has a "call" right at the
         end of the loan term under which he can require us to convey the
         property to him in satisfaction of the debt.

7.       The components of comprehensive loss consist of the following:

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                              March 31

                                                                          2002        2001
                                                                          ----        ----
<S>                                                                  <C>           <C>
         Net loss                                                       $(1,622)   $(11,267)
         Other comprehensive loss, net of tax
            Unrealized loss on marketable
              equity securities                                            (386)     (4,222)
            Foreign currency translation adjustments                       (367)     (3,705)
                                                                        -------    --------
         Other comprehensive loss                                          (753)     (7,927)
                                                                        -------     -------
         Comprehensive loss                                             $(2,375)   $(19,194)
                                                                        =======    ========
</TABLE>

         The components of accumulated other comprehensive (loss) income consist
of the following:

<TABLE>
<CAPTION>
                                                                        March 31   December 31
                                                                          2002         2001
                                                                          ----         ----
<S>                                                                  <C>           <C>
         Unrealized (loss) gain on marketable equity securities      $     (173)   $       213
         Minimum pension liability adjustment                            (2,995)        (2,995)
         Foreign currency translation adjustments                       (24,755)       (24,388)
                                                                       --------    -----------
                              Accumulated other comprehensive loss   $  (27,923)   $   (27,170)
                                                                       ========    ===========
</TABLE>

8.       In conformity with Statement of Financial Accounting Standards No. 142,
         during the first quarter 2002, we wrote-off goodwill of $3.1 million
         ($2.5 million after tax or $.03 per share.) If the write-off had
         occurred on January 1, 2001, the 2001 net loss would have been reduced
         by $151 thousand. There would have been no impact on basic and diluted
         earnings per share.

9.       Asset writedowns (through accelerated depreciation), severance, early
         retirement, and other costs related to the rationalization of our
         engine oil additives product lines in 2001 were $23.2 million ($14.8
         million after tax or $.18 per share) for first quarter 2001. These
         costs are included in the Consolidated Statements of Income as follows:

                                                                     2001
                                                                     ----
            Cost of goods sold                                      $ 10.7
            Research, development, and testing expenses                1.8
            Special items expense                                     10.7
                                                                    ------
                                                                    $ 23.2
                                                                    ======

         Cost of goods sold includes a $10.7 million charge ($6.8 million after
         tax or $.08 per share) for a portion of the accelerated depreciation of
         the engine oil additives facilities that were idled in 2001, as well as
         the writedown of certain inventories and shutdown costs.

                                       9

<PAGE>

         Research, development, and testing expenses include a charge of $1.8
         million ($1.2 million after tax or $.02 per share) for a portion of the
         accelerated depreciation of the research and development facilities
         that were shutdown in the second quarter 2001, as well as the writedown
         of certain inventories.

         We included severance, early retirement, and other expenses in special
         items expense.  See Note 4.

         Depreciation and amortization in the 2001 Condensed Consolidated
         Statement of Cash Flows includes accelerated depreciation of $11.6
         million due to the shortened lives of certain engine oil additives
         assets. Management considered if the indefinitely idled assets were
         impaired and concluded that these assets should be depreciated over the
         remaining useful lives through the second quarter 2001 closure dates.

10.      The Financial Accounting Standards Board (FASB) issued several new
         statements of Financial Accounting Standards (SFAS) during 2001.

         SFAS 142 "Goodwill and Other Intangible Assets", issued in July 2001,
         was effective for fiscal years beginning after December 15, 2001. The
         statement eliminates the amortization of goodwill as of January 1,
         2002. In addition, the statement no longer requires that intangibles be
         amortized if the life of the intangible is determined to be indefinite.
         Further, goodwill and intangibles will be reviewed at least annually
         for possible impairment. Under this SFAS we wrote-off $3.1 million of
         goodwill during the first quarter 2002.

         SFAS 143 "Accounting for Asset Retirement Obligations" was issued in
         August 2001. This statement addresses the obligations and asset
         retirement costs associated with the retirement of tangible long-lived
         assets. It requires that the fair value of the liability for an asset
         retirement obligation be recorded when incurred instead of over the
         life of the asset. The asset retirement costs must be capitalized as
         part of the carrying value of the long-lived asset. If the liability is
         settled for an amount other than the recorded balance, either a gain or
         loss will be recognized at settlement. This statement is effective for
         fiscal years beginning after June 15, 2002. We have not completed the
         necessary analysis, and therefore, cannot yet assess the potential
         impact on our financial statements.

         SFAS 144 "Accounting for the Impairment or Disposal of Long-Lived
         Assets" was issued in October 2001 and was effective for fiscal years
         beginning after December 15, 2001. While this statement supercedes SFAS
         121 "Accounting for the Impairment of Long-Lived Assets and for
         Long-Lived Assets to Be Disposed Of", SFAS 144 retains the framework
         established in SFAS 121 and addresses implementation issues. SFAS 144
         also supercedes Accounting Principles Board Opinion Number 30
         "Reporting Results of Operations-Reporting the Effects of Disposal of a
         Segment of a Business" and addresses the accounting for disposal of
         long-lived assets of a discontinued operation. Generally, SFAS 144
         requires that impaired assets or assets to be disposed of, whether
         reported in continuing operations or discontinued operations, be
         recorded at the lower of carrying amount or fair value less cost to
         sell. The statement has not had an impact on our first quarter 2002
         results.

                                       10

<PAGE>

ITEM 2.     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 our results of operations and changes in
     financial condition since December 31, 2001. Our reportable segments,
     petroleum additives and tetraethyl lead (TEL), are strategic business units
     that we manage separately.

     Some of the information presented in the following discussion constitutes
     forward-looking comments within the meaning of the Private Securities
     Litigation Reform Act of 1995. The forward-looking comments may focus on
     future objectives or expectations about future performance and may include
     statements about trends or anticipated events.

     We believe our forward-looking comments are based on reasonable
     expectations and assumptions, within the bounds of what we know about our
     business and operations. However, we offer no assurance that actual results
     will not differ materially from our expectations due to uncertainties and
     factors that are difficult to predict and beyond our control. We identify
     certain of these factors in the Review of Operations in our 2001 Annual
     Report and incorporate the same herein by reference.

     Results of Operations
     ---------------------
     Net Sales
     ---------
     Our consolidated net sales for the first quarter 2002 amounted to $150.6
     million, representing a decrease of 31% from the 2001 level of $217.3
     million. The table below shows our consolidated net sales by segment. We
     reclassified previously reported net sales amounts for the first quarter
     2001 to comply with recent accounting guidance. There was no effect on net
     income as a result of these reclassifications. The net effect of the
     adoption was increased net sales, as well as increased cost of goods sold
     of $6.0 million for the first quarter 2001.

                                           Net Sales By Segment
                                              (in millions)

                                               First Quarter
                                          2002             2001
                                          ----             ----
     Petroleum additives                 $148.9           $205.9
     Tetraethyl lead                        1.7             11.4
                                         ------           ------
     Consolidated net sales              $150.6           $217.3
                                         ======           ======

     Petroleum Additives Segment
     ---------------------------
     Petroleum additives net sales in the first quarter 2002 of $148.9 million
     were down $57.0 million (28%) from $205.9 million in first quarter 2001.
     Shipments were significantly lower resulting in an unfavorable impact on
     net sales of $52.8 million. This reduction in sales reflects the lower
     engine oil shipments and includes the impact of the loss in 2001 of three
     high-volume engine oil customers. Shipments to these customers continued
     during the first quarter 2001, but were substantially complete by the end
     of the second quarter 2001. Lower selling prices when compared to first
     quarter 2001 resulted in a $4.2 million reduction in net sales.

                                       11

<PAGE>

         TEL Segment
         -----------
         Most of the TEL marketing activity is through the agreements with Octel
         and Alcor, under which we do not record the sales transactions.
         Therefore, the TEL net sales shown in the table above are those made by
         Ethyl in areas not covered by the agreements, as well as sales made to
         Octel under the terms of the agreements.

         TEL sales in the first quarter 2002 were $9.7 million lower than first
         quarter 2001. During the first quarter 2001, Octel purchased
         substantially all of the remaining inventory that they are required to
         purchase under the agreements. This resulted in sales to Octel being
         $7.8 million lower in first quarter 2002 as compared to first quarter
         2001. We expect TEL net sales for 2002 to be lower than 2001. Sales,
         other than to Octel, were $1.9 million lower for first quarter 2002
         when compared to first quarter 2001.

         Segment Operating Profit
         ------------------------
         Ethyl evaluates the performance of petroleum additives and TEL based on
         segment operating profit. Corporate departments and other expenses
         outside the control of the segment manager are not allocated to segment
         operating profit. Depreciation on segment property, plant, and
         equipment and amortization of segment intangible assets and the
         prepayment for services are included in the operating profit of each
         segment.

         First quarter 2002 segment operating profit was $12.0 million and
         included a nonrecurring charge of $3.1 million for the write-off of
         goodwill upon the adoption of SFAS 142. Operating loss for the same
         2001 period was $4.4 million and included a nonrecurring expense of
         $23.2 million for costs related to the rationalization of our engine
         oil additives business. Excluding these nonrecurring items, combined
         segment operating profit decreased 20% from 2001 levels. This reduction
         included an improvement in petroleum additives operating profit, which
         was more than offset by lower TEL profit.

                                       12

<PAGE>

         Operating profit by segment and reconciliation to income before income
         taxes is shown below followed by a review of the results.

                            Segment Operating Profit
                                  (in millions)

                                                         First Quarter
                                                      2002          2001
                                                      ----          ----
         Petroleum additives before
            nonrecurring items                      $  10.6         $   8.2
         Nonrecurring items                            (1.5)          (23.2)
                                                    -------         -------
            Total petroleum additives                   9.1           (15.0)
                                                    -------         -------
         Tetraethyl lead before
            nonrecurring items                          4.5            10.6
         Nonrecurring items                            (1.6)            0.0
                                                    -------         -------
         Total tetraethyl lead                          2.9            10.6
                                                    -------         -------
         Segment operating profit (loss)               12.0            (4.4)
         Add back current year nonrecurring
            item to reconcile Segment
            Reporting to the Consolidated
            Statements of Income                        3.1             0.0
         Corporate unallocated expense                 (2.3)           (5.9)
         Interest expense                              (7.0)           (8.2)
         Pension (expense) income                      (1.5)            2.8
         Other expense, net                            (3.0)           (2.1)
                                                    -------         -------
         Income (loss) before income taxes          $   1.3         $ (17.8)
                                                    =======         =======

         Petroleum Additives Segment
         ---------------------------
         Petroleum additives first quarter 2002 operating profit was $9.1
         million as compared to operating loss of $15.0 million for first
         quarter 2001. Excluding nonrecurring items, petroleum additives
         operating profit for the first quarter 2002 of $10.6 million increased
         29% from first quarter 2001 operating profit of $8.2 million on the
         same basis.

         When compared to first quarter 2001, operating profit for first quarter
         2002 is higher in all major product lines, except for engine oil
         additives. Engine oil additives operating profit is about even with
         first quarter 2001. While the weakness in the engine oil additives
         market negatively impacts our results, we continue to realize a
         positive cash flow from this product line.

         The higher profits this year resulted from significantly lower
         research, development, and testing expenses (R&D), as well as lower
         selling, general, and administrative expenses (SG&A). Results also
         benefited from lower manufacturing and raw material costs. While raw
         material costs were lower, it is difficult to predict the full impact
         that recent increases in crude oil prices will have on our raw material
         costs. These factors were partially offset by the unfavorable impact of
         lower shipments and unfavorable foreign exchange.

         The nonrecurring charge in the first quarter 2002 was for the write-off
         of goodwill. This write-off was done in accordance with Statement of
         Financial Accounting Standards No. 142. The nonrecurring charges in the
         first quarter 2001 amounted to $23.2 million and related to the
         rationalization of our engine oil additives product line. These costs
         included a noncash charge of

                                       13

<PAGE>

         $11.6 million for a portion of the accelerated depreciation of the
         engine oil facilities that were indefinitely idled in the second
         quarter 2001, as well as certain other related costs of $900 thousand.
         Also included is $10.7 million for severance, early retirement, and
         other expenses.

         R&D expenses in the petroleum additives segment for the first quarter
         2002 decreased 24% compared to the 2001 period. The decrease primarily
         resulted from reduced R&D in our engine oil additive business.

         SG&A decreased $1.7 million or 13% from first quarter 2001 levels. As a
         percentage of net sales, SG&A expenses combined with R&D expenses,
         increased from 14.4% for the first quarter 2001 to 16.2% in the same
         period this year. This increase reflects the significant reduction in
         net sales from first quarter 2001 partially offset by the impact of
         lower SG&A and R&D expenses.

         TEL Segment
         -----------
         TEL operating profit, excluding the nonrecurring item, for the first
         quarter 2002 was $4.5 million and included $5.7 million from the TEL
         marketing agreements. In comparison, first quarter 2001 amounted to
         $10.6 million and included $8.1 million from the TEL marketing
         agreements. Both volumes and selling prices improved moderately in our
         TEL marketing agreement; however, certain costs associated with these
         activities more than offset this benefit.

         Including the $1.6 million nonrecurring charge, first quarter 2002
         operating profit was $2.9 million. The nonrecurring item was for the
         write-off of goodwill upon the adoption of SFAS 142.

         In addition, operating profit for the first quarter 2001 included the
         sale of substantially all of the remaining inventory that Octel is
         required to purchase under the agreements. First quarter 2001 also
         included a benefit of $1.5 million resulting from the liquidation of
         LIFO inventory.

         As the TEL market continues to decline, the quarter to quarter results
         will fluctuate at a higher rate due to the timing of customer bulk
         orders.

         TEL operating profit includes our operations and the cost of certain
         facilities that are not part of the TEL marketing agreements.

         The following discussion references the Consolidated Financial
         Statements beginning on page 3 of this Form 10-Q.

         Special Items Expense
         ---------------------
         The special items expense for the first quarter 2001 was a charge of
         $10.7 million for severance, early retirement, and other expenses
         related to our engine oil additive business. Of the remaining $12.5
         million engine oil-related costs, we reported $10.7 million in cost of
         goods sold and $1.8 million in research, development, and testing
         expenses.

         Interest and Financing Expenses
         -------------------------------
         In the first quarter 2002, interest and financing expenses were $7.0
         million as compared to $8.2 million in 2001. Lower average debt
         resulted in a decrease in interest and financing expenses of

                                       14

<PAGE>

         $1.8 million, while lower average interest rates resulted in a
         reduction of $1.3 million. Higher fees and amortization of financing
         costs of $1.9 million partially offset these.

         Interest costs under our credit facility are based on market rates plus
         a premium. While the premium charged on borrowings under the credit
         facility, which we entered in March 2002, is higher than was charged
         under our previous facility, the reductions in market rates since first
         quarter 2001 resulted in our interest and financing costs being lower
         than if market rates had remained unchanged. If market rates begin to
         increase, our interest and financing expenses will also rise on the
         remaining debt.

         Other Expense, Net
         ------------------
         Other expense, net for both the first quarter 2002 and 2001 was $700
         thousand. The 2002 amount included $1.3 million for expenses related to
         debt refinancing activities, while 2001 included $1.8 million for our
         percentage share of losses in equity investments.

         Income Taxes
         ------------
         Income taxes were $416 thousand expense for the first quarter 2002 and
         a $6.5 million benefit for the first quarter 2001. The change in our
         income (loss) before income taxes caused an increase of $7.0 million in
         income taxes, while the change in the effective tax rate essentially
         had no impact on income taxes. The effective income tax rate was 32.0%
         in 2002 and 36.7% in 2001.

         Cumulative Effect of Accounting Change
         --------------------------------------
         As discussed above in the "Segment Operating Profit" section, we
         wrote-off goodwill of $3.1 million in first quarter 2002 in accordance
         with Statement of Financial Accounting Standard No. 142. On an after
         tax basis, this amounted to $2.5 million and is shown as a cumulative
         effect of accounting change.

         Net Income (Loss)
         -----------------
         Ethyl's net loss for first quarter 2002 was $1.6 million ($.02 per
         share) as compared to a net loss of $11.3 million ($.14 per share) for
         first quarter 2001. Included in net loss were nonrecurring charges of
         $2.5 million ($.03 per share) in first quarter 2002 for the goodwill
         write-off and $14.8 million ($.18 per share) for the same period in
         2001 related to the engine oil additives rationalization charges.
         Excluding the nonrecurring charges, net income was $900 thousand ($.01
         per share) in 2002 and $3.5 million ($.04 per share) in 2001.

         The first quarter 2002 net loss includes a decrease of $2.6 million in
         corporate selling, general, and administrative expenses from first
         quarter 2001. The first quarter 2002 also included pension expense of
         $1.5 million, as compared to pension income of $2.8 million for the
         same period last year. The significant reduction in the noncash pension
         results from 2001 is the result of a lower surplus in our current
         pension plan than was in the plan that was terminated in 2001.

                                       15

<PAGE>

         A summary of (loss) earnings and (loss) earnings per share, in millions
         except for per share amounts, is shown below:

<TABLE>
<CAPTION>
                                                                         First Quarter
                                                                         -------------
                                                                        2002           2001
                                                                        ----           ----
         <S>                                                         <C>            <C>
         Net income (loss):
            Earnings excluding nonrecurring items                    $   0.9        $   3.5
            Nonrecurring items (a)                                      (2.5)         (14.8)
                                                                     -------        -------
                Net (loss)                                           $  (1.6)       $ (11.3)
                                                                     =======        =======

         Basic and diluted earnings (loss) per share:
            Earnings excluding nonrecurring items                    $   .01        $   .04
            Nonrecurring items (a)                                      (.03)          (.18)
                                                                     -------        -------
                Net (loss)                                           $  (.02)       $  (.14)
                                                                     =======        =======

         (a) Nonrecurring items after income taxes:
             Write-off of goodwill                                   $  (2.5)       $   0.0
             Engine oil rationalization costs:
               Write-off of assets                                       0.0          ( 8.0)
               Severance, early retirement, and other costs              0.0           (6.8)
                                                                     -------        -------
                                                                     $  (2.5)       $ (14.8)
                                                                     =======        =======
</TABLE>

         Cash Flows, Financial Condition, and Liquidity
         ----------------------------------------------
         Cash and cash equivalents at March 31, 2002 were $11.7 million, which
         was a decrease of $700 thousand since December 31, 2001. Our cash flows
         were more than sufficient to cover operating activities during the 2002
         period. Cash flows from operating activities for the first quarter of
         2002 were $7.8 million. We used this to fund capital expenditures of
         $2.4 million, pay $3.5 million in debt issuance costs, make a net
         repayment on bank debt of $800 thousand, and fund a payment for TEL
         marketing agreement services of $3.2 million. Ethyl expects that cash
         from operations will continue to be sufficient to cover our operating
         expenses.

         Depreciation and amortization in the Condensed Consolidated Statements
         of Cash Flows for the first quarter 2001 includes accelerated
         depreciation of $11.6 million due to the shortened lives of certain
         engine oil additives assets which were idled in the second quarter of
         2001.

         We had restricted cash of $900 thousand at March 31, 2002 and $1
         million at December 31, 2001. This was a portion of the funds we
         received from the demutualization of MetLife, Inc. in 2000. Ethyl is
         using this cash to offset the employee portion of retiree health
         benefit costs.

         In March 2002, we entered the Fourth Amendment to Amended and Restated
         Credit Agreement (the New Credit Facility) with our lenders. The New
         Credit Facility includes a revolving line of credit of $146 million
         (including a letter of credit sub-facility), the remaining balance on
         the original term loan of $45 million, and the remaining balance on the
         new term loan of $205 million. The facility has a maturity date of
         March 31, 2003. However, the maturity date can be further extended to
         March 31, 2004 provided certain conditions are met.

                                       16

<PAGE>

         The key provisions of the New Credit Facility are detailed in Note 26
         of our Form 10-K for the year ended December 31, 2001. These provisions
         include collateralizing substantially all of our assets in the United
         States and higher interest rates. Mandatory prepayments on debt are
         required from excess cash flow, asset dispositions, and certain other
         transactions. The payment of dividends is not permitted and
         investments, as well as capital expenditures are limited.

         While the New Credit Facility does provide for an extension through
         March 31, 2004, our current forecast of operating earnings alone would
         not achieve the extension conditions. We are pursuing certain strategic
         initiatives, which if completed, would cause us to achieve the
         additional extension through March 31, 2004. The completion of these
         initiatives cannot be assured. If the extension is not achieved, we
         plan to enter into negotiations with our lenders in the second half of
         2002 to further extend our borrowing facilities. However, there is no
         assurance that an agreement will be accomplished. This would cause us
         to pursue other alternatives. We believe the alternatives, if required,
         would be available to us. However, there can be no assurance of their
         success. Consequently, borrowings under the New Credit Facility are
         reflected as current liabilities in accordance with generally accepted
         accounting principles beginning in the first quarter of 2002 until such
         time as the extension conditions are achieved or alternative
         longer-term borrowing facilities are secured.

         On February 1, 2002, Bruce C. Gottwald, Chairman of the Board, made a
         loan to Ethyl in the amount of $18.6 million. The loan is for three
         years at an interest rate of 8.5%. Interest payments are due monthly
         during the term of the loan, with the principal amount coming due at
         maturity. We used the proceeds of the loan to pay down existing bank
         debt. The loan is nonrecourse to Ethyl and is collateralized by a first
         deed of trust on the three buildings at 330 South Fourth Street,
         Richmond, Virginia, that are our principal offices. An independent
         appraiser valued the three buildings at $18.6 million. We have a "put"
         right at the end of the loan term under which we can convey the
         property to the lender in satisfaction of the debt. If we fail to pay
         the loan at maturity, the lender has a "call" right at the end of the
         loan term under which he can require us to convey the property to him
         in satisfaction of the debt.

         Ethyl has combined current and noncurrent long-term debt of $335.0
         million at March 31, 2001 and $335.9 million at December 31, 2001. We
         utilized additional borrowings of $19.2 million on the revolving credit
         agreement, as well as the $18.6 million loan from Bruce C. Gottwald to
         make payments of $38.6 million on the term loan.

         As a percentage of total capitalization, Ethyl's total debt increased
         from 69.8% at the end of 2001 to 70.1% at March 31, 2002. This increase
         is caused by the goodwill write-off, which reduced our equity resulting
         in the slightly lower outstanding debt still representing a higher
         percentage of capitalization than at December 31, 2002. Normally, we
         repay long-term debt with cash from operations, as well as with
         proceeds from occasional sales of business units, plant sites, or other
         assets.

         We expect to substantially complete the funding requirement associated
         with the amendment of our TEL marketing alliance during the first half
         of this year. While this will result in an increase in debt during the
         first half of the year, we expect to make significant reductions in
         debt during the second half of 2002.

         Our capital spending during 2002 will be about $14 million. Ethyl will
         continue to finance capital spending through cash provided from
         operations.

                                       17

<PAGE>

         We had negative working capital at March 31, 2002 of $144.8 million
         resulting in a current ratio of .66 to 1. The negative working capital
         was the result of all of our bank debt being classified as a current
         liability at the end of first quarter 2002. At December 31, 2001, the
         working capital was $125.3 million and the current ratio was 1.79 to 1.
         In addition to the change in debt, working capital and the current
         ratio reflect a decrease in accounts receivable and inventories.
         Partially offsetting these, was an increase in deferred income taxes
         and prepaid expenses, as well as decreases in accounts payable and
         accrued expenses.

         Remainder of 2002
         -----------------
         We are encouraged by the improved earnings in petroleum additives
         compared to the first quarter of last year. The remainder of 2002 will
         be influenced by the impact of the recent increases in crude oil
         prices. It is difficult to anticipate at this time the full effect the
         increases in crude oil prices, which we are now beginning to
         experience, will have on our raw material cost, the world economy, and
         our petroleum additives results for the remainder of the year. Our
         improved cost structure positions us well in this highly competitive
         market.

         Our TEL business is on target for the year, as our marketing agreements
         maximize earnings and cash flow in this declining market.

         Our debt will increase during the first half of 2002 as we
         substantially complete the funding requirement associated with the
         amendment of our TEL marketing alliance. However, during the second
         half of the year, we expect to make significant debt reductions.

         Recently Issued Accounting Standards
         ------------------------------------
         The Financial Accounting Standards Board (FASB) issued several new
         Statements of Financial Accounting Standards (SFAS) during 2001.

         SFAS 142 "Goodwill and Other Intangible Assets", issued in July 2001,
         was effective for fiscal years beginning after December 15, 2001. The
         statement eliminates the amortization of goodwill as of January 1,
         2002. In addition, the statement no longer requires that intangibles be
         amortized if the life of the intangible is determined to be indefinite.
         Further, goodwill and intangibles will be reviewed at least annually
         for possible impairment. Under this SFAS we wrote-off $3.1 million of
         goodwill during the first quarter 2002.

         SFAS 143 "Accounting for Asset Retirement Obligations" was issued in
         August 2001. This statement addresses the obligations and asset
         retirement costs associated with the retirement of tangible long-lived
         assets. It requires that the fair value of the liability for an asset
         retirement obligation be recorded when incurred instead of over the
         life of the asset. The asset retirement costs must be capitalized as
         part of the carrying value of the long-lived asset. If the liability is
         settled for an amount other than the recorded balance, either a gain or
         loss will be recognized at settlement. This statement is effective for
         fiscal years beginning after June 15, 2002. We have not completed the
         necessary analysis, and therefore, cannot yet assess the potential
         impact on our financial statements.

         SFAS 144 "Accounting for the Impairment or Disposal of Long-Lived
         Assets" was issued in October 2001 and was effective for fiscal years
         beginning after December 15, 2001. While this statement supercedes SFAS
         121 "Accounting for the Impairment of Long-Lived Assets and for
         Long-Lived Assets to Be Disposed Of", SFAS 144 retains the framework
         established in SFAS

                                       18

<PAGE>

          121 and addresses implementation issues. SFAS 144 also supercedes
          Accounting Principles Board Opinion Number 30 "Reporting Results of
          Operations-Reporting the Effects of Disposal of a Segment of a
          Business" and addresses the accounting for disposal of long-lived
          assets of a discontinued operation. Generally, SFAS 144 requires that
          impaired assets or assets to be disposed of, whether reported in
          continuing operations or discontinued operations, be recorded at the
          lower of carrying amount or fair value less cost to sell. This
          statement has not had an impact on our first quarter 2002 results.

          Other Matters
          -------------
          Ethyl was served as a defendant in two cases filed in the Circuit
          Court for Baltimore City, Maryland, on September 22, 1999. Both cases
          claim damages attributable to lead. The cases were Cofield et al. v.
          Lead Industries Association, Inc., et al. and Smith et al. v. Lead
          Industries Association, Inc., et al. Cofield is no longer a named
          plaintiff in the first case and the case is now identified as Young.
          Young seeks recovery for alleged property damage from lead paint,
          which Ethyl never produced or distributed. Smith is for alleged
          personal injuries for six children from lead exposure due to lead
          paint and dust from tailpipe emissions due to leaded gasoline. The
          Court dismissed the Young case in its entirety in December 2001 and
          dismissed Ethyl from the Smith case in February 2002. These decisions
          could be appealed by the plaintiffs. Ethyl has strong defenses and has
          vigorously defended the cases.


          ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk
                   ----------------------------------------------------------

          There have been no significant changes in our market risk from the
          information provided in our Form 10-K for the year ended December 31,
          2001.

                                       19

<PAGE>

                           PART II - Other Information

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

         (a)      Exhibits - None

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

                                       20

<PAGE>

                                    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: May 10, 2002                        By: /s/ D. A. Fiorenza
                                          ------------------------------
                                          David A. Fiorenza
                                          Vice President and
                                          Treasurer
                                          (Principal Financial Officer)

Date: May 10, 2002                        By: /s/ Wayne C. Drinkwater
                                          ---------------------------
                                          Wayne C. Drinkwater
                                          Controller
                                          (Principal Accounting Officer)

                                       21