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

                           SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )

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Filed by a Party other than the Registrant [_]

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[_]  Preliminary Proxy Statement         [_]  CONFIDENTIAL, FOR USE OF THE
                                              COMMISSION ONLY (AS PERMITTED BY
                                              RULE 14A-6(E)(2))

[X]  Definitive Proxy Statement

[_]  Definitive Additional Materials

[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                                   Ethyl Corp.
--------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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Notes:






                                [LOGO OF ETHYL]

                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

  NOTICE IS HEREBY GIVEN that the Annual Meeting of the holders of shares of
common stock, $1.00 par value ("Ethyl Common Stock"), of Ethyl Corporation
(the "Corporation") will be held in the restored gun foundry building of the
Tredegar Iron Works, 500 Tredegar Street, Richmond, Virginia, on Wednesday,
May 30, 2001, at 11:00 A.M., Eastern Daylight Time, for the following
purposes:

  1. To elect a Board of Directors to serve for the ensuing year;

  2. To approve the designation by the Board of Directors of
     PricewaterhouseCoopers LLP as auditors for the fiscal year ending
     December 31, 2001; and

  3. To transact such other business as may properly come before the meeting.

  Holders of shares of Ethyl Common Stock of record at the close of business
on March 27, 2001, will be entitled to vote at the meeting.

  You are requested to fill in, sign, date and return the enclosed proxy
promptly, regardless of whether you expect to attend the meeting. A postage-
paid return envelope is enclosed for your convenience.

  If you are present at the meeting, you may vote in person even if you
already have sent in your proxy.

                                          By Order of the Board of Directors

                                          M. Rudolph West, Secretary

April 24, 2001


                                PROXY STATEMENT
                                      for
                        ANNUAL MEETING OF SHAREHOLDERS
                               ETHYL CORPORATION

                            To be held May 30, 2001
                  Approximate date of mailing--April 24, 2001

  Proxies in the form enclosed are solicited by the Board of Directors for the
Annual Meeting of Shareholders to be held on Wednesday, May 30, 2001. Any
person giving a proxy may revoke it at any time before it is voted by
delivering another proxy, or written notice of revocation, to the Secretary of
the Corporation at the Corporation's address listed below. A proxy, if
executed and not revoked, will be voted, and, if it contains any specific
instructions, will be voted in accordance with such instructions.

  On March 27, 2001, the date for determining shareholders entitled to vote at
the meeting, there were outstanding 83,454,650 shares of Ethyl Common Stock.
Each share of Ethyl Common Stock is entitled to one vote. The holders of a
majority of the shares of Ethyl Common Stock issued and outstanding as of the
close of business on March 27, 2001 will constitute a quorum at the meeting.

  The election of each nominee for director requires the affirmative vote of
the holders of a plurality of the shares of Ethyl Common Stock voted in the
election of directors. Votes that are withheld and shares held in street name
that are not voted in the election of directors will not be included in
determining the number of votes cast. Unless otherwise specified in the
accompanying form of proxy, it is intended that votes will be cast for the
election of all of the nominees as directors.

  The cost of the solicitation of proxies will be borne by the Corporation. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by regular employees of the Corporation. Corporate Investor
Communications, Inc. has been engaged to assist in the solicitation of
proxies. The Corporation will pay that firm $7,000 for its services and
reimburse its out-of-pocket expenses.

  The Corporation's street address is 330 South Fourth Street, Richmond,
Virginia 23219.

                             ELECTION OF DIRECTORS

  Proxies will be voted for the election as directors for the ensuing year of
the persons named below (or if for any reason unavailable, of such substitutes
as the Board of Directors may designate). Each of the nominees presently is
serving as a director. The Board has no reason to believe that any of the
nominees will be unavailable.

William W. Berry; age 68; director since 1983; Chairman of the Board of New
   England Independent System Operator (regional manager of electric bulk
   power generation and transmission systems) since June 1997, having served
   as an independent consultant from 1992-1997. Other directorship: Universal
   Corporation.

Phyllis L. Cothran; age 54; director since 1995; retired, having served as
   President and Chief Operating Officer of Trigon Healthcare, Inc., formerly
   Blue Cross and Blue Shield of Virginia, (health insurance company) from
   November 1990 to March 1997. Other directorship: Tredegar Corporation.

Bruce C. Gottwald; age 67; director since 1962; Chairman of the Board,
   Chairman of the Executive Committee and Chief Executive Officer of the
   Corporation since March 1, 1994. Other directorship: CSX Corporation.

Thomas E. Gottwald; age 40; director since 1994; President and Chief Operating
   Officer of the Corporation since March 1, 1994.

                                       1


Gilbert M. Grosvenor; age 69; director since 1985; Chairman of the Board of
   Trustees of the National Geographic Society (magazine publisher and
   scientific society), having served as Chief Executive Officer of the
   National Geographic Society from 1980-1996. Other directorships: Saul
   Centers, Inc., Marriott International, Inc. and Chevy Chase Bank, F.S.B.

Sidney Buford Scott; age 68; director since 1959; Chairman of the Board of
   Scott & Stringfellow, Inc. (investment bankers and brokers).

Charles B. Walker; age 62; director since 1989; Vice Chairman of the Board and
   Chief Financial Officer of Albemarle Corporation (specialty chemicals
   company) since 1994; Former Vice Chairman of the Board from March 1, 1994
   until January 31, 1998, and Chief Financial Officer and Treasurer of the
   Corporation from March 1, 1994 until October 1, 1997, having served as
   Treasurer of the Corporation since July 1, 1993. Other directorships:
   Albemarle Corporation and Nations Fund Trust/Nations Fund, Inc.

  In 2000, each director attended at least 75% of the aggregate of (i) the
total number of meetings of all committees of the Board on which the director
then served and (ii) the total number of meetings of the Board of Directors.
Seven meetings of the Corporation's Board of Directors were held during 2000.

  The Corporation's executive committee currently consists of Messrs. Bruce C.
Gottwald, Berry, Thomas E. Gottwald and Scott. During 2000, the executive
committee did not meet.

  Ms. Cothran and Messrs. Berry, Grosvenor and Scott currently serve on the
Corporation's audit committee. During 2000, the audit committee met on six
occasions. The audit committee reviews the Corporation's internal audit and
financial reporting functions and the scope and results of the audit performed
by the Corporation's independent accountants and matters relating thereto and
reports thereon to the Board of Directors. The audit committee also reviews
audit fees and recommends to the Board of Directors the engagement of the
independent accountants of the Corporation. All the members of the audit
committee are "independent" directors as defined by the rules of The New York
Stock Exchange, the exchange on which shares of Ethyl Common Stock are listed.

  The Corporation's nominating committee currently consists of Messrs.
Grosvenor, Berry and Bruce C. Gottwald. The nominating committee did not meet
during 2000. The nominating committee recommends candidates for election as
directors and in some cases the election of officers. The Corporation's bylaws
provide that a shareholder of the Corporation entitled to vote for the
election of directors may nominate persons for election to the Board by
mailing written notice to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of shareholders,
60 days prior to such meeting, and (ii) with respect to an election to be held
at a special meeting of shareholders for the election of directors, the close
of business on the seventh day following the date on which notice of such
meeting is first given to shareholders. Such shareholder's notice shall
include (i) the name and address of the shareholder and of each person to be
nominated, (ii) a representation that the shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate each person specified,
(iii) a description of all understandings between the shareholder and each
nominee and any other person (naming such person) pursuant to which the
nomination is to be made by the shareholder, (iv) such other information
regarding each nominee as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated by the Board of Directors and (v)
the consent of each nominee to serve as a director of the Corporation if so
elected.

  Messrs. Berry, Grosvenor and Scott and Ms. Cothran currently serve as the
Corporation's bonus, salary and stock option committee. During 2000, the
bonus, salary and stock option committee met on five occasions. This committee
approves the salaries of management-level employees. It also approves all
bonus awards, certain consultant agreements and initial salaries of new
management-level personnel and grants options under the Corporation's
incentive stock option plan (the "Incentive Stock Option Plan").

                                       2


                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  Thomas E. Gottwald, President and director of the Corporation, is a son of
Bruce C. Gottwald. The members of the family of Bruce C. Gottwald may be
deemed to be control persons of the Corporation.

                                 SECTION 16(a)
                   BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  Based solely on its review of the forms required by Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that have
been received by the Corporation, the Corporation believes that there has been
compliance with all filing requirements applicable to its officers, directors
and beneficial owners of greater than 10% of Ethyl Common Stock, except that
Mr. Scott inadvertently did not report in a timely manner the sale of shares
owned by his wife, which he subsequently reported on a Form 5.

                                STOCK OWNERSHIP

  The following table lists any person (including any "group" as that term is
used in Section 13(d)(3) of the Exchange Act) who, to the knowledge of the
Corporation, was the beneficial owner as of December 31, 2000, of more than 5%
of the outstanding voting shares of the Corporation.



                                                                          Percent
Title of             Name and Address of              Number                of
Class                 Beneficial Owners             of Shares              Class
--------             -------------------            ---------             -------
                                                                 
Common Stock     Floyd D. Gottwald, Jr., and       21,002,330(b)(c)       25.17%
                 Bruce C. Gottwald (a)
                 330 South Fourth Street
                 P.O. Box 2189
                 Richmond, Virginia 23219

--------
(a) Floyd D. Gottwald, Jr. and Bruce C. Gottwald, who are brothers, may be
    deemed to be a "group" for purposes of Section 13(d)(3) of the Exchange
    Act, although there is no agreement between them with respect to the
    acquisition, retention, disposition or voting of Ethyl Common Stock.
(b) As of December 31, 2000, Floyd D. Gottwald, Jr. and Bruce C. Gottwald had
    sole voting and investment power over all of the shares disclosed except
    11,260,472 shares held by their wives, adult sons and in certain trust
    relationships as to which they disclaim beneficial ownership. This amount
    includes an aggregate of 4,272,607 shares of Ethyl Common Stock
    beneficially owned by the adult sons of Floyd D. Gottwald, Jr. and an
    aggregate of 4,647,269 shares of Ethyl Common stock beneficially owned by
    the adult sons of Bruce C. Gottwald. Floyd D. Gottwald, Jr., Bruce C.
    Gottwald and their adult sons have no agreement with respect to the
    acquisition, retention, disposition or voting of Ethyl Common Stock.
(c) This amount includes any shares owned of record by Merrill Lynch, Pierce,
    Fenner & Smith Incorporated as Trustee under the Corporation's savings
    plan for the benefit of Bruce C. Gottwald and Thomas E. Gottwald. This
    amount does not include shares held by the Trustee of such plan for the
    benefit of employees of the Corporation other than Bruce C. Gottwald and
    Thomas E. Gottwald. Shares held under the Corporation's savings plan are
    voted by the Trustee in accordance with instructions solicited from
    employees participating in the plan. If a participating employee does not
    give the Trustee voting instructions, his or her shares generally are
    voted by the Trustee in accordance with the Board's recommendations to the
    shareholders. Because members of the family of Bruce C. Gottwald are
    executive officers and directors of the Corporation and are the largest
    shareholders of the Corporation, they may be deemed to be control persons
    of the Corporation and to have the capacity to control any such
    recommendation of the Board of Directors.

                                       3


  The following table sets forth as of January 31, 2001, the beneficial
ownership of Ethyl Common Stock by all directors of the Corporation, the Chief
Executive Officer and the four next most highly compensated executive officers
(the "Named Executive Officers") and all directors and officers of the
Corporation as a group. Unless otherwise indicated, each person listed below
has sole voting and investment power over all shares beneficially owned by him
or her.



 Name of
Beneficial
 Owner or
Number of      Number of Shares       Number of Shares      Total
Persons in      with Sole Voting     with Shared Voting     Number     Percent
  Group     and Investment Power/1/ and Investment Power  of Shares  of Class/2/
----------  ----------------------- --------------------- ---------- -----------
                                                         
William
 W. Berry              4,314                  2,146/3/         6,460
Phyllis
 L.
 Cothran               4,881                      0            4,881
Bruce C.
 Gottwald          4,987,224                620,985/4/     5,608,209     6.72%
Thomas E.
 Gottwald            595,440              3,215,681/5/     3,811,121     4.56%
Gilbert
 M.
 Grosvenor             4,804                      0            4,804
Alexander
 McLean               29,462                      0           29,462
Henry C.
 Page,
 Jr.                  71,888                      0           71,888
Newton A.
 Perry                50,261                      0           50,261
Sidney
 Buford
 Scott                65,104                      0           65,104
Charles
 B.
 Walker              178,204                      0          178,204
Directors
 and
 officers
 as a
 group
 (22
 persons)          6,344,484              3,851,096       10,217,500    12.19%

--------
 /1/The amounts in this column include shares of Ethyl Common Stock with
   respect to which certain persons had the right to acquire beneficial
   ownership within 60 days of January 31, 2001, pursuant to the Incentive
   Stock Option Plan: Thomas E. Gottwald: 80,000 shares; Alexander McLean:
   10,000 shares; Henry C. Page, Jr.: 33,330; Newton A. Perry: 32,208 shares;
   Charles B. Walker: 118,452 shares; and directors and officers as a group:
   381,250 shares.
 /2/Except as indicated, each person or group owns less than 1% of Ethyl
   Common Stock.
 /3/Mr. Berry disclaims beneficial ownership of all 2,146 of such shares.
 /4/Mr. Bruce C. Gottwald disclaims beneficial ownership of all 620,985 of
   such shares.
 /5/Mr. Thomas E. Gottwald disclaims beneficial ownership of all 3,215,681 of
   such shares. This amount includes 3,186,101 shares of Ethyl Common Stock
   that Mr. Gottwald may be deemed to own beneficially. Such shares constitute
   Mr. Gottwald's interest as beneficiary of a trust of which he is a co-
   trustee.

                                       4


                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

  The following table presents information relating to total compensation of
the Named Executive Officers for the fiscal years ended December 31, 2000, 1999
and 1998.



                                                                   Long-Term
                                   Annual Compensation           Compensation
                              ------------------------------ ---------------------
Name and Principal                              Other Annual  Restricted  Options/  All Other
Position                 Year  Salary   Bonus   Compensation Stock Awards   SARs   Compensation
------------------       ---- -------- -------- ------------ ------------ -------- ------------
                                                              
Bruce C. Gottwald        2000 $770,000 $     --    $  --        $  --        --      $38,500/1/
 Chairman of the Board
  and                    1999  770,000       --       --           --        --       38,500
 Chief Executive Officer 1998  770,000       --       --           --        --       38,500

Thomas E. Gottwald       2000 $411,800 $     --    $  --        $  --        --      $20,590/2/
 President and           1999  396,000       --       --           --        --       19,800
 Chief Operating Officer 1998  396,000  100,000       --           --        --       19,800

Henry C. Page, Jr.       2000 $273,400 $     --    $  --        $  --        --      $13,670/3/
 Vice President--Human   1999  273,400   35,000       --           --        --       13,670
 Resources and External
  Affairs                1998  262,900   35,000       --           --        --       13,145

Newton A. Perry          2000 $260,000 $     --    $  --        $  --        --      $13,000/4/
 Senior Vice President   1999  252,500   75,000       --           --        --       12,625
 Antiknocks              1998  250,000  150,000       --           --        --       12,500

Alexander McLean         2000 $246,800 $     --    $  --        $  --        --      $12,340/5/
 Senior Vice President   1999  239,675   75,000       --           --        --       11,984
 Petroleum Additives     1998  237,300   50,000       --           --        --        9,835

--------
 /1/Includes contributions to the Corporation's savings plan ($8,500, $8,000
   and $8,000) and accruals in the Corporation's excess benefit plan ($30,000,
   $30,500 and $30,500) for 2000, 1999 and 1998, respectively.
 /2/Includes contributions to the Corporation's savings plan ($8,500, $8,000
   and $8,000) and accruals in the Corporation's excess benefit plan ($12,090,
   $11,800 and $11,800) for 2000, 1999 and 1998, respectively.
 /3/Includes contributions to the Corporation's savings plan ($8,500, $8,000
   and $8,000) for 2000, 1999 and 1998, respectively, and accruals in the
   Corporation's excess benefit plan ($5,170, $5,670 and $5,145) for 2000, 1999
   and 1998, respectively.
 /4/Includes contributions to the Corporation's savings plan ($8,500, $8,000
   and $8,000) for 2000, 1999 and 1998, respectively, and accruals in the
   Corporation's excess benefit plan ($4,500, $4,625 and $4,500) for 2000, 1999
   and 1998, respectively.
 /5/Includes contributions to the Corporation's savings plan ($8,500, $8,000
   and $8,000) for 2000, 1999 and 1998, respectively, and accruals in the
   Corporation's excess benefit plan ($3,840, $3,984 and $1,835) for 2000, 1999
   and 1998, respectively.

                                       5


                     OPTION/SAR GRANTS IN LAST FISCAL YEAR

  There were no option or stock appreciation right ("SAR") grants to the Named
Executive Officers during the last fiscal year.

              AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUE

  The following table presents information concerning stock option and SAR
exercises by the Named Executive Officers and fiscal year end option/SAR
values.



                                                    Number of Securities                  Value of Unexercised
                                                   Underlying Unexercised                 In-The-Money Options/
                                                 Options/SARs at FY-End (#)               SARs at FY-End ($)/1/
                    Shares Acquired    Value     --------------------------             -------------------------
Name                On Exercise (#) Realized ($) Exercisable        Unexercisable       Exercisable Unexercisable
----                --------------- ------------ -----------        --------------      ----------- -------------
                                                                                  
Bruce C. Gottwald           0            $0             0                    0              $0           $0
Thomas E. Gottwald          0             0        80,000/2/           320,000/2/            0            0
Henry C. Page, Jr.          0             0        33,330/2/            80,000/2/            0            0
Newton A. Perry             0             0        32,208/2/            80,000/2/            0            0
Alexander McLean            0             0        10,000/2/           115,000/2/            0            0

--------
 /1/These values are based on $1.4375, the closing price of Ethyl Common Stock
   on the New York Stock Exchange on December 29, 2000.
 /2/Each of these options relates to Ethyl Common Stock and includes a tandem
   SAR.

                              RETIREMENT BENEFITS

  The following table illustrates under the Corporation's pension plan for
salaried employees the estimated benefits upon retirement at age 65,
determined as of December 31, 2000, to persons with specified earnings and
years of pension benefit service. To the extent benefits payable at retirement
exceed amounts that may be payable under applicable provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), they will be paid under the
Corporation's excess benefit or supplemental retirement plans, as applicable.
This table includes the amounts that would be payable under such plans.

                              Pension Plan Table*



                   Years of Pension Benefit Service and Estimated Annual Benefits
               -----------------------------------------------------------------------
Final Average
  Earnings        10       15       20       25       30       35       40       45
-------------  -------- -------- -------- -------- -------- -------- -------- --------
                                                      
$ 300,000      $ 43,600 $ 65,395 $ 87,195 $108,990 $130,790 $152,590 $174,385 $196,185
$ 350,000        51,100   76,645  102,195  127,740  153,290  178,840  204,385  229,935
$ 400,000        58,600   87,895  117,195  146,490  175,790  205,090  234,385  263,685
$ 450,000        66,100   99,145  132,195  165,240  198,290  231,340  264,385  297,435
$ 500,000        73,600  110,395  147,195  183,990  220,790  257,590  294,385  331,185
$ 550,000        81,100  121,645  162,195  202,740  243,290  283,840  324,385  364,935
$ 600,000        88,600  132,895  177,195  221,490  265,790  310,090  354,385  398,685
$ 650,000        96,100  144,145  192,195  240,240  288,290  336,340  384,385  432,435
$ 700,000       103,600  155,395  207,195  258,990  310,790  362,590  414,385  466,185
$ 750,000       111,100  166,645  222,195  277,740  333,290  388,840  444,385  499,935
$ 800,000       118,600  177,895  237,195  296,490  355,790  415,090  474,385  533,685
$ 850,000       126,100  189,145  252,195  315,240  378,290  441,340  504,385  567,435
$ 900,000       133,600  200,395  267,195  333,990  400,790  467,590  534,385  601,185
$ 950,000       141,100  211,645  282,195  352,740  423,290  493,840  564,385  634,935
$1,000,000      148,600  222,895  297,195  371,490  445,790  520,090  594,385  668,685

--------
  *Assumes attainment of age 65 in 2000 and Social Security Covered
     Compensation of $35,100.

                                       6


  The benefit formula under the pension plans is based on the participant's
final-average earnings, which are defined as the average of the highest three
consecutive calendar years' earnings (base pay plus 50% of incentive bonuses
paid in any fiscal year) during the 10 consecutive calendar years immediately
preceding the date of determination. The years of pension benefit service for
each of the executive officers named in the above compensation table as of
December 31, 2000, are: Bruce C. Gottwald, 45; Thomas E. Gottwald, 9;
Henry C. Page, Jr., 18; Newton A. Perry, 32; and Alexander McLean, 12.
Benefits under the pension plans are computed on the basis of a life annuity
with 60 months guaranteed payments. The benefits listed in the above
compensation table are not subject to deduction for Social Security or other
offset payments.

  Mr. McLean, who was previously employed by Ethyl Petroleum Additives
Limited, a subsidiary of the Corporation located in the United Kingdom, also
participated in the Ethyl Petroleum Additives Limited Pension Plan (the
"Additives Plan"). The formula under the Additives Plan is equal to 1.6667%
times pensionable salary times years of service. Mr. McLean has 7.833 years of
service under that plan. This accrued benefit as of April 30, 1997, is $47,028
per year, payable at age 65. This amount has been converted from British
pounds to U.S. dollars at the conversion rate of 1(Pounds):$1.4897 as of
December 29, 2000. The amount payable under the Additives Plan is offset from
the amount payable under the pension plan described above.

                             EXCESS BENEFIT PLANS

  The Corporation maintains excess benefit plans (the "Excess Plans") in the
form of nonqualified pension plans that provide eligible individuals the
difference between the benefits they actually accrue under the qualified
employee pension and savings plans of the Corporation and the benefits they
would have accrued under such plans but for the maximum benefit and annual
addition limitations and the limitation on compensation that may be recognized
thereunder under the Code. All benefits under the Excess Plans vest upon a
Change in Control of the Corporation, as defined in the Excess Plans.
Participants in the Excess Plans receive their benefits in the form elected
under the qualified employee pension plans of the Corporation or under certain
circumstances in a lump sum payment.

  Mr. Walker, who retired as an officer and employee of the Corporation on
January 31, 1998, will receive a series of payments that are equivalent to the
present value of his accrued benefits under the Excess Plans plus any earnings
on the funds designed for such payments. This arrangement is in lieu of any
benefits under the Excess Plans.

                           COMPENSATION OF DIRECTORS

  Each non-employee director is paid (i) $1,000 for attendance at each Board
meeting and (ii) $600 for attendance at each meeting of a committee of the
Board of which he or she is a member. In addition, each such director has been
paid a quarterly fee of $5,000. Effective April 1, 2001, the quarterly fee
will be $3,000. Employee members of the Board of Directors are not paid
separately for their service on the Board or its committees.

  Any director retiring from the Board after age 60 with at least five years'
service on the Board will receive $12,000 per year for life, payable in
quarterly installments. The service requirement for this benefit may be waived
under certain circumstances. Any director retiring under other circumstances
will receive $12,000 per year, payable in quarterly installments, commencing
no earlier than age 60, for a period not to exceed his years of service on the
Board. The payment period limitation on this benefit may be waived in certain
circumstances. Such retirement payments to former directors may be
discontinued under certain circumstances.

                                       7


  Under the Directors' Stock Plan, on each July 1, each non-employee director
is awarded that number of whole shares of Ethyl Common Stock that, when
multiplied by the closing price of Ethyl Common Stock on the immediately
preceding business day, as reported in The Wall Street Journal, shall as
nearly as possible equal but not exceed $2,000. The shares of Ethyl Common
Stock awarded under the Directors' Stock Plan are nonforfeitable and the
recipient directors immediately and fully vest in Ethyl Common Stock issued
under the Director's Stock Plan. Subject only to such limitations on transfer
as may be specified by applicable securities laws, directors may sell their
shares under the Directors' Stock Plan at any time. The Directors' Stock Plan
provides that no awards may be made after July 1, 2001.

  Non-employee directors may defer, in ten percent increments, all or part of
their retainer fee and meeting fees into either a deferred cash account or a
deferred stock account (the "Deferred Compensation Plan"), or a percentage of
the fees into each of the accounts, both of which are unfunded and maintained
for recordkeeping purposes only. Distributions under the Deferred Compensation
Plan, paid in a single sum or in up to ten annual installments, cannot begin
within two years of the beginning of the deferral year. The maximum aggregate
number of shares of Ethyl Common Stock that may be issued under the Deferred
Compensation Plan is 100,000 shares.

                                       8


                   BONUS, SALARY AND STOCK OPTION COMMITTEE
                       REPORT ON EXECUTIVE COMPENSATION

  The Bonus, Salary and Stock Option Committee of the Board of Directors (the
"Committee"), which performs the function of a compensation committee,
consists of Messrs. Berry (Chairman), Grosvenor and Scott and Ms. Cothran. The
Committee is delegated the power to administer the compensation program of the
Corporation applicable to its executive officers, including the Chief
Executive Officer. Accordingly, the Committee submits this report on executive
compensation to the shareholders.

                              Overall Objectives

  The objectives of the Corporation's executive compensation program are to:

  . Provide balanced, competitive total compensation that will enable the
    Corporation to attract, motivate and retain highly qualified executives;

  . Provide incentives for enhancing the profitability of the Corporation by
    rewarding executives for meeting individual and corporate goals; and

  . Align the financial interests of the executives closely to those of the
    shareholders by encouraging executive ownership of Ethyl Common Stock.

                            Elements of the Program

  The Committee believes the interests of the shareholders will be best served
if the compensation program consists of cash compensation and equity
ownership, with a significant portion of compensation depending upon
performance. The program includes: base salary, annual bonuses in cash or cash
and stock, and stock options with performance vesting and SARs. The Committee
considers all elements of the program when setting appropriate compensation.

  The Corporation seeks to maintain its executive compensation packages around
the mid-range of those offered generally in the job markets in which the
Corporation competes for talent and experience.

  Because of the extremely difficult market conditions that the Corporation
has experienced in the last several years and the low trading pricing of Ethyl
Common Stock, the Committee has not been awarding any stock options. More
recently the Corporation has been concentrating on streamlining operations
with the focus of employment and compensation decisions directed at reducing
costs.

                              Competitive Market

  The Corporation has used compensation surveys provided by compensation
consultants in determining the market for executive pay. The surveys include
companies that are larger and smaller than the Corporation. Some of the
surveys are limited to companies in the petroleum or chemical businesses,
including, but not limited to, companies shown on the Performance Graph. Other
surveys include companies in other industries. References to the "market" in
this report refer to the survey data.

                                 Base Salaries

  Base salaries have been based on evaluations of past and current Corporation
operating profits and individual contribution to the Corporation's success,
market data for comparable positions and salary levels of the Corporation's
peer group companies and alignment of salary and organization within the
Corporation. The Committee considers each of the individual factors but does
not assign a specific value to each factor, and a subjective element is
acknowledged in evaluating each executive's contribution. Salary survey data
from the Corporation's peer group companies indicated the Corporation's
executive level compensation to be within the ranges of compensation offered
by peer group companies.

                                       9


                                Annual Bonuses

  The annual bonus program has been designed to motivate and reward
performance measured against individual, division, department and corporate
objectives. Annual bonus awards are determined by the Committee in conjunction
with senior management, and are based on evaluation of the performance, level
of responsibility and leadership of the individual executive in relation to
overall corporate results. For 2000, no bonuses were paid to any of the
executive officers.

                                 Stock Options

  Under the Incentive Stock Option Plan approved by the shareholders, the
Committee, in its discretion, may grant options to purchase shares of Ethyl
Common Stock (with or without related SARs) to any executive of the
Corporation or any subsidiary who has contributed or can be expected to
contribute to the Corporation's profits and growth. The Committee determines
the amount of the grant, the term of the options and the requisite conditions
for exercise. The Committee did not grant any options under the Incentive
Stock Option Plan during 2000.

                               CEO Compensation

  In keeping with the objective of improving long-term performance and
shareholder value, the Chief Executive Officer, as a major shareholder,
strongly advocates pay for performance. The CEO asked not to be considered for
a salary increase and the Committee concurred with his recommendation.
Compensation survey data places the CEO's total compensation for 2000 within
the range of the size-adjusted median of companies surveyed by the
Corporation's compensation consultants.

  The Committee believes that the CEO continues to take necessary strategic
steps to position the Corporation for the future in an extremely difficult
competitive environment. As with the other executive officers, he did not
receive a bonus for 2000.

                                Section 162(m)

  Section 162(m) of the Code provides certain criteria for the tax
deductibility of compensation in excess of $1 million paid to the
Corporation's executive officers. To meet the criteria applicable to
performance-based compensation (as defined in Section 162(m) of the Code),
certain of the Corporation's benefit plans would have to be amended to limit
the Committee's discretion to determine individual awards based on individual
performance factors and other factors as the Committee may determine, from
time to time, to be relevant.

  The Committee believes that the flexibility on awards is an important
feature of the plans and one that serves the best interests of the Corporation
by allowing the Committee to recognize and motivate individual executive
officers as circumstances warrant. Further, the Committee currently does not
anticipate that there will be any compensation subject to the loss of tax
deductibility. Consequently, the Committee does not propose at the present
time to amend any plan to comply with the performance-based criteria.

                                          THE BONUS, SALARY AND STOCK OPTION
                                           COMMITTEE

                                          William W. Berry, Chairman
                                          Gilbert M. Grosvenor
                                          Sidney Buford Scott
                                          Phyllis L. Cothran

March 19, 2001

                                      10


                            AUDIT COMMITTEE REPORT

  The Audit Committee of the Board of Directors (the "Audit Committee") is
composed of four independent directors and operates under a written charter
adopted by the Board of Directors, a copy of which is attached to this proxy
statement as Appendix A. The Audit Committee reviews audit fees and recommends
to the Board of Directors, subject to shareholder ratification, the selection
of the Corporation's independent accountants. Management is responsible for
the Corporation's internal controls and the financial reporting process. The
independent accountants are responsible for performing an independent audit of
the Corporation's consolidated financial statements in accordance with
generally accepted auditing standards and for issuing a report thereon. The
Audit Committee's responsibility is to monitor and oversee these processes and
to report thereon to the Board of Directors. In this context, the Audit
Committee has met and held discussions with management and
PricewaterhouseCoopers LLP, the Corporation's independent accountants.

  Management represented to the Audit Committee that the Corporation's
consolidated financial statements were prepared in accordance with generally
accepted accounting principles, and the Audit Committee has reviewed and
discussed the consolidated financial statements with management and
PricewaterhouseCoopers.

  The Audit Committee has discussed with PricewaterhouseCoopers the matters
required to be discussed by Statement on Auditing Standards No. 61
(Codification of Statements on Accounting Standards), including the scope of
the auditor's responsibilities, significant accounting adjustments and any
disagreements with management.

  The Audit Committee also has received the written disclosures and the letter
from PricewaterhouseCoopers relating to the independence of that firm as
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and has discussed with
PricewaterhouseCoopers that firm's independence from the Corporation.

  Based upon the Audit Committee's discussions with management and
PricewaterhouseCoopers and the Audit Committee's review of the representation
of management and the report of PricewaterhouseCoopers to the Audit Committee,
the Audit Committee recommended that the Board of Directors include the
audited consolidated financial statements in the Corporation's Annual Report
on Form 10-K for the year ended December 31, 2000 filed with the Securities
and Exchange Commission.

  During the fiscal year ended December 31, 2000, PricewaterhouseCoopers
billed the Corporation the fees set forth below in connection with services
rendered by that firm to the Corporation.

  Audit Fees. For professional services rendered by PricewaterhouseCoopers for
the audit of the Corporation's annual financial statements for the fiscal year
ended December 31, 2000, and the reviews of the financial statements included
in the Corporation's Quarterly Reports on Form 10-Q for the fiscal year ended
December 31, 2000, PricewaterhouseCoopers billed the Corporation fees in the
aggregate amount of $608,000.

  Financial Information Systems Design and Implementation Fees. For the fiscal
year ended December 31, 2000, PricewaterhouseCoopers rendered professional
services to the Corporation in connection with (i) directly or indirectly
operating, or supervising the operation of the Corporation's information
system or managing the Corporation's local area network, (ii) designing or
implementing a hardware or software system that aggregates source data
underlying the Corporation's financial statements or generates information
that is significant to the Corporation's financial statements taken as a whole
and (iii) assessing, designing and implementing internal accounting controls
and risk management controls. PricewaterhouseCoopers billed the Corporation
fees in the aggregate amount of $133,600 for the services described above.

  All Other Fees. For professional services other than those described above
for the fiscal year ended December 31, 2000, PricewaterhouseCoopers billed the
Corporation fees in the aggregate amount of $333,800. This amount includes an
aggregate amount of $117,000 that PricewaterhouseCoopers billed for services
rendered

                                      11


in connection with the performance of internal audit procedures for the
Corporation. In addition to performing an independent audit of the
Corporation's consolidated financial statements, PricewaterhouseCoopers has
been engaged by the Corporation to conduct internal audit projects under the
direction of the Corporation.

  The Audit Committee has considered whether the provision of services
described above under "Financial Information Systems Design and Implementation
Fees" and "All Other Fees" is compatible with maintaining the independence of
PricewaterhouseCoopers.

                                          THE AUDIT COMMITTEE

                                          Phyllis L. Cothran, Chairman
                                          William W. Berry
                                          Gilbert M. Grosvenor
                                          Sidney Buford Scott

March 26, 2001

                                      12




                                [GRAPH]
-------------------------------------------------------------------------------
                     Ethyl                           Chemical      The Lubrizol
Date              Corporation         S&P 500        Composite     Corporation
-------------------------------------------------------------------------------
December 1995      $100.00           $100.00          $100.00       $100.00
December 1996      $ 80.92           $122.90          $124.57       $115.38
December 1997      $ 68.78           $163.85          $151.56       $140.94
December 1998      $ 52.61           $210.58          $142.08       $101.69
December 1999      $ 34.70           $254.83          $166.20       $127.14
December 2000      $ 14.91           $231.62          $152.19       $110.86

  *Assumes $100 invested on last day of December 1995. Dividends are
     reinvested quarterly.

  The Corporation included a comparison with The Lubrizol Corporation, which is
the only other corporation listed on The New York Stock Exchange with lubricant
additives as a primary business.

                                       13


                            DESIGNATION OF AUDITORS

  The Board of Directors has designated PricewaterhouseCoopers LLP, certified
public accountants, as the Corporation's independent auditors for the year
2001, subject to shareholder approval. Coopers & Lybrand, L.L.P., which was
the predecessor of PricewaterhouseCoopers, has audited the Corporation's
financial statements since 1962 and those of the former Ethyl Corporation
(Delaware) from 1947 to 1962. A representative of PricewaterhouseCoopers is
expected to be present at the annual meeting with an opportunity to make a
statement and to be available to respond to appropriate questions.

  PricewaterhouseCoopers' principal function is to audit the consolidated
financial statements of the Corporation and its subsidiaries and, in
connection with that audit, to review certain related filings with the
Securities and Exchange Commission and to conduct limited reviews of the
financial statements included in the Corporation's quarterly reports.

                       PROPOSALS FOR 2002 ANNUAL MEETING

  Under the regulations of the Securities and Exchange Commission, any
shareholder desiring to make a proposal to be acted upon at the 2002 annual
meeting of shareholders must present such proposal to the Corporation at its
principal office in Richmond, Virginia, not later than December 26, 2001, in
order for the proposal to be considered for inclusion in the Corporation's
proxy statement. The Corporation anticipates holding the 2002 annual meeting
on Thursday, April 25, 2002.

  The Corporation's bylaws provide that, in addition to any other applicable
requirements, for business to be properly brought before the annual meeting by
a shareholder, the shareholder must give timely notice in writing to the
Secretary of the Corporation not later than 60 days prior to the meeting. As
to each matter, the notice should contain (i) a brief description of the
matter and the reasons for addressing it at the annual meeting, (ii) the name,
record address of and number of shares beneficially owned by the shareholder
proposing such business and (iii) any material interest of the shareholder in
such business.

                                 OTHER MATTERS

  The Board of Directors is not aware of any matters to be presented for
action at the meeting other than as set forth herein. However, if any other
matters properly come before the meeting, or any adjournment thereof, the
person or persons voting the proxies will vote them in accordance with their
best judgment.

                                          By Order of the Board of Directors

                                          M. Rudolph West, Secretary

                                      14


                                                                     Appendix A

                               Ethyl Corporation
                            Audit Committee Charter

Introduction

  The Board of Directors ("Board") continuously reviews current trends and
best practice in relation to corporate governance. The Board has constituted
an Audit Committee to assist the Board in fulfilling its responsibilities in
the following areas:

  . Effective management of financial risks;

  . Reliable management and financial reporting processes;

  . Compliance with laws and regulations; and

  . Maintenance of an effective and efficient audit.

  This Charter sets out the specific responsibilities delegated by the Board
to the Audit Committee and details the manner in which the Audit Committee
will operate.

Responsibilities

 Effective Management of Financial Risks

  To be aware of the current areas of greatest financial risk and that
management is effectively assessing and managing the risks.

  To satisfy itself that effective systems of accounting and internal control
are established and maintained to manage financial risk.

  To satisfy itself regarding the integrity and prudence of management control
systems, including the review of policies and/or practices.

  To inform the Board of any matters that may significantly impact the
financial condition or affairs of the company, and help assess the related
risks and planned actions to manage those risks, including specific project
reviews of returns on investment and capital employed at appropriate periods
of 1-3-5 years following the approval of projects.

 Reliable Management and Financial Reporting Processes

  To review and assess the adequacy of management reporting to the Board in
terms of the quantity, quality and timing of financial information, as well as
related financial disclosures and decisions, necessary to understand and
report internally and externally on the company's operations and financial
condition.

  To review the entity's accounting policies and practices in the light of
evolving requirements of accounting principles in accordance with Generally
Accepted Accounting Practices in the US, the Securities and Exchange
Commission (SEC), and the American Institute of Certified Public Accountants
(AICPA), and other relevant requirements.

  To review, or cause the Committee or the Chairman of the Committee to
review, with the financial management of the Corporation and the Corporation's
independent accountants the financial statements prior to the public release
of the Corporation's earnings.

  To discuss with the independent accountants the matters required to be
discussed by the Generally Accepted Auditing Standards (SAS No. 61) relating
to the conduct of the audit.


                                      A-1


  To include in the Corporation's proxy or information statements relating to
annual meetings of shareholders at which directors are to be elected (or
special meetings or written consent in lieu of such meetings), a report of the
Audit Committee that complies with the SEC's regulations for such reports.

  To review filings made with SEC and other published documents containing the
Corporation's financial statements and consider whether the information
contained in such documents is consistent with the information contained in
the Corporation's internal financial statements.

 Compliance with Laws and Regulations

  To be updated with developments and changes in the law relating to the
responsibilities and liabilities of Directors and to monitor and review the
extent to which the Board is meeting its obligations.

  To monitor developments and changes in the various rules, regulations and
laws which relate generally to the entity's business operations and to monitor
and review the extent to which the entity is complying with such laws.

 Maintenance of Effective and Efficient Audit Processes

  To recommend to the Board the appointment of external auditors, recognizing
that the external auditor is ultimately accountable to the Board of Directors.

  To review the appointment, replacement, reassignment, or dismissal of the
members of the Corporation's internal auditing department.

  To review the efficiency and effectiveness of both the internal and external
auditors in relation to their respective responsibilities.

  To monitor that there have been no unjustified restrictions or limitations
placed on the auditors.

  To assess that the scope of the audits (external and internal) are adequate,
ensuring emphasis is placed on areas where the Audit Committee, management or
the auditors believe special emphasis is necessary.

  To review and assess the findings of the internal and external auditors and
the planned actions and timetable proposed by management in response to the
findings.

 Other Responsibilities

  To discuss and review with the Corporation's independent accountants their
ultimate accountability to the Board and the Audit Committee.

  To ensure that the Corporation's independent accountants submit on a
periodic basis to the Audit Committee a formal written statement delineating
all relationships between the independent accountants and the Corporation as
required by the Independence Standards Board.

  To engage actively in a dialogue with the Corporation's independent
accountants with respect to any disclosed relationships or services that may
impact the objectivity and independence of the independent accountants and
recommend that the Board take appropriate action in response to the
independent accountants' report to satisfy itself of the independent
accountants' independence.

  To report any matter identified during the course of carrying out its duties
that the Audit Committee considers should be brought to the attention of the
Board.

  To perform or undertake on behalf of the Board any such other tasks or
actions as the Board may from time to time authorize.

                                      A-2


Administration Matters

 Membership and Attendance at Meetings

  The Audit Committee will comprise four members of the Board, each of whom
shall be an Independent Director in accordance with the Rules of the New York
Stock Exchange. All members of the Audit Committee shall have a requisite
working familiarity with basic finance and accounting practices in compliance
with the Rules of the New York Stock Exchange. In addition, at least one
member of the Committee will have accounting or related financial management
expertise. A quorum shall be three.

  The members of the Audit Committee shall be elected by the Board annually
and shall serve for one year or until their successors are elected and
qualified. The members of the Audit Committee may designate a Chairman by
majority vote of the full Audit Committee.

  The Audit Committee may invite such other persons (e.g., Chief Financial
Officer, Corporate Controller, Director of Business Assurance) as it deems
appropriate.

  Internal and external audit shall normally make presentations to the Audit
Committee at its meetings.

  The Secretary of the Audit Committee shall be the Secretary of the entity or
such other person as nominated by the Board.

 Meetings

  Face to face or telephonic meetings shall be held at least four times a year
or more frequently as circumstances dictate. Special meetings of the Audit
Committee may be convened as required. The internal or external auditors may
request a meeting if they consider that one is necessary.

  The proceedings of these meetings will be documented in minutes.

  It is expected that regular reports will be received on matters to be
defined by the Audit Committee but are likely to include:

  . Internal audit reports

  . Compliance certifications

  . Security and fraud reports

  . External audit reports

  . Significant SEC and IRS communications

  . Annual Audit Committee Charter review

  The Audit Committee shall meet at least annually with the Corporation's
management, the members of the Corporation's internal auditing department and
the Corporation's independent accountants in executive sessions to discuss any
matters that the Audit Committee or each of these groups believe should be
discussed privately.

 Board Reporting

  The Audit Committee should report to the Board as necessary and should
report annually to the Board summarizing the activities of the Audit Committee
during the previous financial year.

  While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent
accountant. Nor is it the duty of the Audit Committee to conduct
investigations, to resolve disagreements, if any, between management and the
independent accountants or to assure compliance with laws and regulations.

                                      A-3


                               ETHYL CORPORATION
                               Richmond, Virginia

                    PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 30, 2001

  The undersigned hereby appoints Bruce C. Gottwald and Sidney Buford Scott, or
either of them, with full power of substitution in each, proxies to vote all
shares of the undersigned in Ethyl Corporation, at the annual meeting of
shareholders to be held May 30, 2001, and at any and all adjournments or
postponements thereof:

1.  ELECTION OF DIRECTORS:  [ ] FOR all nominees  [ ] WITHHOLD
                            (except as indicated      AUTHORITY
                            to the contrary below)    to vote for all nominees
                                                      listed below

William W. Berry, Phyllis L. Cothran, Bruce C. Gottwald, Thomas E. Gottwald,
Gilbert M. Grosvenor, Sidney Buford Scott and Charles B. Walker.

(INSTRUCTION:  TO WITHHOLD AUTHORITY TO VOTE FOR ANY SUCH NOMINEE(S), WRITE THE
NAME(S) OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)
______________________________________________________________________________

2.   The proposal to approve the appointment of PricewaterhouseCoopers LLP as
     the auditors for the Corporation for 2001.

  [ ]  FOR                    [ ]  AGAINST             [ ]  ABSTAIN

3.   In their discretion, the Proxies are authorized to vote upon such other
     business and matters incident to the conduct of the meeting as may properly
     come before the meeting.

This Proxy is solicited on behalf of the Board of Directors.  This Proxy when
properly executed will be voted as specified.  If no specification is made, this
Proxy will be voted FOR all nominees and FOR Proposal 2.

                          Dated _____________________, 2001

                          ____________________________________
                          Please sign name exactly as it appears on the stock
                          certificate.  Only one of several joint owners or
                          co-owners need sign.  Fiduciaries should give full
                          title.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.