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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM
10-K/A
 (Amendment
No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
 For the transition period from ______ to ______
 Commission file number 1-5263
 THE LUBRIZOL CORPORATION
  OHIO
    
    34-0367600(State of incorporation)
    
    (I.R.S. Employer Identification No.)
 
 
 Title of each class
    
    Name of each exchange on which registeredCommon Shares without par value
    
    New York Stock ExchangeCommon Share purchase rights
    
    New York Stock Exchange
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   Documents Incorporated by Reference




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All other schedules have been omitted because they are not applicable.
 3.
    
    Exhibits
 3.1
    
    Amended Articles of Incorporation of The Lubrizol Corporation, as adopted
September 23, 1991 (incorporated by reference to Exhibit 3.1 to The Lubrizol
Corporations Annual Report on Form 10-K for the year ended December 31, 2004).3.2
    
    Regulations of The Lubrizol Corporation, as amended effective April 27, 1992
((incorporated by reference to Exhibit 3.2 to The Lubrizol Corporations Annual Report
on Form 10-K for the year ended December 31, 2004).4.1
    
    Amendment to Article Fourth of Amended Articles of Incorporation (incorporated
by reference to Exhibit 4.1 to The Lubrizol Corporations Annual Report on Form 10-K
for the year ended December 31, 2004).4.2
    
    Amended and Restated Rights Agreement between The Lubrizol Corporation and
American Stock Transfer & Trust Company dated as of July 26, 1999 (incorporated by
reference to Exhibit 4.2 to The Lubrizol Corporations Annual Report on Form 10-K for
the year ended December 31, 2004).4.3
    
    Amended and Restated Indenture dated September 28, 2004 (originally dated June
1, 1995) by and among The Lubrizol Corporation, all of The Lubrizol Corporations
wholly owned direct and indirect domestic subsidiaries, as guarantors, and J.P. Morgan
Trust Company, National Association, as successor trustee (incorporated by reference to
Exhibit 99.1 of the Form 8-K of The Lubrizol Corporation filed with the SEC on
September 29, 2004).4.4
    
    Amended and Restated Indenture dated September 28, 2004 (originally dated
November 25, 1998), by and among The Lubrizol Corporation, all of The Lubrizol
Corporations wholly owned direct and indirect domestic subsidiaries, as guarantors,
and J.P. Morgan Trust Company, National Association, as successor trustee (incorporated
by reference to Exhibit 99.2 of the Form 8-K of The Lubrizol Corporation filed with the
SEC on September 29, 2004).4.5
    
    Form of Indenture for Debt Securities of The Lubrizol Corporation (incorporated
by reference to Exhibit 4.2 of Amendment No. 2 to the Registration Statement on Form
S-3 of The Lubrizol Corporation filed with the SEC on August 24, 2004).10.1*
    
    The Lubrizol Corporation 1991 Stock Incentive Plan, as amended (incorporated
by reference to Exhibit (10)(h) to The Lubrizol Corporations Current Report on Form
8-K filed with the SEC on November 18, 2004).
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10.2*
    
    The Lubrizol Corporation 2005 Stock Incentive Plan, as amended (incorporated
by reference to Exhibit 10.1 to The Lubrizol Corporations Current Report on Form 8-K/A
filed with the SEC on March 2, 2005).10.3*
    
    The Lubrizol Corporation Amended Deferred Compensation Plan for Directors
(incorporated by reference to Exhibit (10)(b) to The Lubrizol Corporations Current
Report on Form 8-K filed with the SEC on November 18, 2004).10.4*
    
    The Lubrizol Corporation Deferred Stock Compensation Plan for Outside
Directors, as amended (incorporated by reference to Exhibit (10)(i) to The Lubrizol
Corporations Annual Report on Form 10-K for the year ended December 31, 2003).10.5*
    
    The Lubrizol Corporation Deferred Compensation Plan for Officers, as amended
(incorporated by reference to Exhibit (10)(k) to The Lubrizol Corporations Current
Report on Form 8-K filed with the SEC on November 18, 2004).10.6*
    
    The Lubrizol Corporation Executive Council Deferred Compensation Plan, as
amended (incorporated by reference to Exhibit (10)(l) to The Lubrizol Corporations
Current Report on Form 8-K filed with the SEC on November 18, 2004).10.7*
    
    The Lubrizol Corporation 2005 Deferred Compensation Plan for Directors
(incorporated by reference to Exhibit (10)(v) to The Lubrizol Corporations Current
Report on Form 8-K filed with the SEC on November 18, 2004).10.8*
    
    The Lubrizol Corporation Senior Management Deferred Compensation Plan (fna The
Lubrizol Corporation 2005 Deferred Compensation Plan for Officers) (incorporated by
reference to Exhibit 10.8 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on December 13, 2005).10.9*
    
    The Lubrizol Corporation 2005 Executive Council Deferred Compensation Plan
(incorporated by reference to Exhibit 10.7 to The Lubrizol Corporations Current Report
on Form 8-K filed with the SEC on December 13, 2005).10.10*
    
    The Lubrizol Corporation Excess Defined Benefit Plan, as amended (incorporated by
reference to Exhibit (10)(d) to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on December 15, 2004).10.11*
    
    The Lubrizol Corporation Excess Defined Contribution Plan, as amended (incorporated
by reference to Exhibit (10)(e) to The Lubrizol Corporations Current Report on Form
8-K filed with the SEC on December 15, 2004).10.12*
    
    The Lubrizol Corporation Officers Supplemental Retirement Plan, as amended
(incorporated by reference to Exhibit (10)(j) to The Lubrizol Corporations Current
Report on Form 8-K filed with the SEC on December 15, 2004).10.13*
    
    The Lubrizol Corporation 2005 Excess Defined Benefit Plan (incorporated by reference
to Exhibit 10.4 to The Lubrizol Corporations Current Report on Form 8-K filed with the
SEC on December 13, 2005).10.14*
    
    The Lubrizol Corporation 2005 Excess Defined Contribution Plan (incorporated by
reference to Exhibit 10.3 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on December 13, 2005).10.15*
    
    The Lubrizol Corporation 2005 Officers Supplemental Retirement Plan (incorporated by
reference to Exhibit 10.5 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on December 13, 2005).10.16*
    
    Supplemental Retirement for Donald W. Bogus (incorporated by reference to Exhibit
10.6 to The Lubrizol Corporations Current Report on Form 8-K filed with the SEC on
December 13, 2005).
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10.17*
    
    The Lubrizol Corporation Executive Death Benefit Plan, as amended (incorporated by
reference to Exhibit 10.11 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on December 13, 2005).10.18*
    
    The Lubrizol Corporation Executive Officer Long Term Incentive Plan (incorporated by
reference to Exhibit (10)(n) to The Lubrizol Corporations Annual Report on Form 10-K
for the year ended December 31, 2003).10.19*
    
    Form of Employment Agreement between The Lubrizol Corporation and certain of its
senior executive officers (incorporated by reference to
Exhibit 10.19 to The Lubrizol Corporations Annual Report
on Form 10-K for the year ended December 31, 2005).10.20*
    
    Employment Agreement effective January 1, 2003, between The Lubrizol Corporation and
Charles P. Cooley (incorporated by reference to Exhibit (10)(o) to The Lubrizol
Corporations Quarterly Report on Form 10-Q for the period ended on March 31, 2003).10.21*
    
    Employment Agreement effective January 1, 2003, between The Lubrizol Corporation and
Stephen F. Kirk (incorporated by reference to Exhibit (10)(p) to The Lubrizol
Corporations Quarterly Report on Form 10-Q for the period ended on March 31, 2003).10.22*
    
    Employment Agreement effective January 1, 2003, between The Lubrizol Corporation and
Donald W. Bogus (incorporated by reference to Exhibit (10)(r) to The Lubrizol
Corporations Quarterly Report on Form 10-Q for the period ended on March 31, 2003).10.23*
    
    The Lubrizol Corporation Annual Incentive Pay Plan (incorporated by reference to
Exhibit 10.10 to The Lubrizol Corporations Current Report on Form 8-K filed with the
SEC on December 13, 2005).10.24*
    
    The Lubrizol Corporation Annual Incentive Pay Plan Award Letter, as amended
(incorporated by reference to Exhibit 10.2 to The Lubrizol Corporations Current Report
on Form 8-K filed with the SEC on December 13, 2005).10.25*
    
    The Lubrizol Corporation 2005 Stock Incentive Plan Performance Shares Award, as
amended for the 2005-2007 grant (incorporated by reference to Exhibit 10.1 to The
Lubrizol Corporations Current Report on Form 8-K/A filed with the SEC on March 11,
2005).10.26*
    
    Named Executive Officer Salary Increases during 2005 (incorporated by reference to
The Lubrizol Corporations Current Report on Form 8-K filed with the SEC on September
30, 2005).10.27*
    
    Named Executive Officer Annual Incentive Pay Plan payments for incentive pay earned
during 2004 (incorporated by reference to The Lubrizol Corporations Current Report on
Form 8-K filed with the SEC on March 8, 2005).10.28*
    
    The Lubrizol Corporation 2005 Stock Incentive Plan Performance Shares Award, as
amended for the 2006-2008 grant (incorporated by reference to The Lubrizol
Corporations Current Report on Form 8-K filed with the SEC on December 13, 2005).10.29*
    
    The Lubrizol Corporation Long-Term Incentive Pay Plan Award Letter for the 2004-2006
period (incorporated by reference to Exhibit 10.29 to The
Lubrizol Corporations Annual Report on Form 10-K for the
year ended December 31, 2005).10.30
    
    Credit Agreement dated as of August 24, 2004 among The Lubrizol Corporation,
the Initial Lenders named therein, Citigroup Global Markets Inc. and KeyBanc Capital
Markets, as co-lead arrangers and co-bookrunners, KeyBank National Association and ABN
Amro Bank N.V., as co-syndication agents, Wachovia Bank, National Association, as
documentation agent, and Citicorp North America, Inc., as agent (incorporated by
reference to Exhibit 10.1 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on August 30, 2004).10.31
    
    Amended and Restated Credit Agreement dated as of March 29, 2005 among The
Lubrizol Corporation, the Initial Lenders named therein, Citicorp North America, Inc.,
as administrative agent, and Citigroup Global Markets, Inc., as arranger and
syndication agent (incorporated by
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reference to Exhibit 10.5 to The Lubrizol Corporations Quarterly Report on Form
10-Q for the period ended March 31, 2005).10.32
    
    Five Year Credit Agreement dated as of September 14, 2005 among Europe
Chemical Holdings C.V., Noveon Holdings France S.A.S. and Noveon Europe BVBA, The
Lubrizol Corporation, the Initial Lenders named therein, ABN AMRO Bank N.V. as
administrative agent, and ABN AMRO Bank N.V., Calyon, Citigroup Global Markets Inc.,
and Fortis Capital Corp as mandated lead arrangers and bookrunners (incorporated by
reference to Exhibit 10.1 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on September 16, 2005).12.1
    
    Computation of Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12.1 to The Lubrizol
Corporations Annual Report on Form 10-K for the year ended
December 31, 2005).13.1
    
    The following portions of The Lubrizol Corporation 2005 Annual Report to its
shareholders (the 2005 Annual Report is available on our website at www.lubrizol.comas
a separate pdf file) (incorporated by reference to Exhibit 13.1 to
The Lubrizol Corporations Annual Report on Form 10-K for the
year ended December 31, 2005):
 Pages 9-26 Managements Discussion and Analysis of Financial Condition
and Results of Operations.Page 27 Managements Report on Internal Control Over Financial Reporting.Page 27 NYSE Certification.Page 28 Reports of Independent Registered Public Accounting Firm.Page 29 Consolidated Statements of Income for the years ended December
31, 2005, 2004 and 2003.Page 30 Consolidated Balance Sheets at December 31, 2005 and 2004.Page 31 Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004 and 2003.Page 32 Consolidated Statements of Shareholders Equity for the years
ended December 31, 2005, 2004 and 2003.Pages 33-57 Notes to Consolidated Financial Statements.Pages 58-59 Historical Summary.
 21.1
    
    List of Subsidiaries of The Lubrizol Corporation
(incorporated by reference to Exhibit 21.1 to The Lubrizol
Corporations Annual Report on Form 10-K for the year ended
December 31, 2005).23.1
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    Rule 13a-14(a) Certification of the Chief Executive Officer, as created by
Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by
reference to Exhibit 31.1 to The Lubrizol Corporations Annual
Report on Form 10-K for the year ended December 31, 2005).31.2
    
    Rule 13a-14(a) Certification of the Chief Financial Officer, as created by
Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by
reference to Exhibit 31.2 to The Lubrizol Corporations Annual
Report on Form 10-K for the year ended December 31, 2005).32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer of The
Lubrizol Corporation pursuant to 18 U.S.C. Section 1350, as created by Section 906 of
the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit
32.1 to The Lubrizol Corporations Annual Report on Form 10-K
for the year ended December 31, 2005).
 
 *Indicates management contract or compensatory plan or arrangement. 6




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SIGNATURES
  THE LUBRIZOL CORPORATIONBY
    
    /s/ W. Scott EmerickW. Scott EmerickCorporate
Controller

(Chief Accounting Officer)
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