SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NORWOOD LARRY D

(Last)

(First)

(Middle)

29400 LAKELAND BLVD.

(Street)

WICKLIFFE

44092

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2008

3. Issuer Name and Ticker or Trading Symbol
LUBRIZOL CORP [ LZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporate Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	16,694	D
Common Shares	1,814	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	03/26/2001⁽¹⁾	03/26/2011	Common Shares	6,000	$30.365	D
Employee Stock Option (right to buy)	03/25/2002⁽¹⁾	03/25/2012	Common Shares	3,500	$34.075	D
Employee Stock Option (right to buy)	03/24/2003⁽¹⁾	03/24/2013	Common Shares	4,000	$30.335	D
Employee Stock Option (right to buy)	03/22/2004⁽¹⁾	03/22/2014	Common Shares	5,000	$30.175	D
Phantom Shares	⁽²⁾	⁽²⁾	Common Shares	996	⁽²⁾	D

Explanation of Responses:

1. The date listed is the date of grant of the options. The options became exercisable on the first three anniversaries of the grant date as follows: 50% on the first anniversary, 25% on the second anniversary and 25% on the third anniversary.

2. Phantom shares were acquired in deferred compensation plans and are payable in cash on a one-for-one basis after the third anniversary of the deferral of compensation for a participation year unless the reporting person makes a one-time election with respect to a participation year to change the date of distribution to another in-service year or six months after the reporting person separates from service.

	Benita R. Burton for Larry D. Norwood	10/03/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.