As filed with the Securities and Exchange Commission on August 7, 1998.

                                      Registration Statement No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                               ETHYL CORPORATION
             (Exact name of Registrant as specified in its Charter)
<TABLE>
<CAPTION>

<S> <C>
         Virginia                                                           54-0118820
(State or other jurisdiction of                                 (I.R.S. Employer Identification Number)
incorporation or organization)

                            330 South Fourth Street
                            Richmond, Virginia 23219
          (Address of principal executive office, including zip code)

                         SAVINGS PLAN FOR THE EMPLOYEES
                              OF ETHYL CORPORATION
                            (Full title of the Plan)
                              --------------------

                               Bruce C. Gottwald
               Chairman of the Board and Chief Executive Officer
                                J. Robert Mooney
                            Chief Financial Officer
                               Ethyl Corporation
                            330 South Fourth Street
                            Richmond, Virginia 23219
                                 (804) 788-5000
(Name, address, including zip code, and telephone number including area code, of agent for service)

                                With copies to:

Allen C. Goolsby, Esq.                                      M. Rudolph West, Esq.
 Hunton & Williams                                           Ethyl Corporation
951 East Byrd Street                                      330 South Fourth Street
Richmond, Virginia 23219-4074                                 Richmond, Virginia 23219
   (804) 788-8200                                             (804) 788-5000
                              --------------------

                        CALCULATION OF REGISTRATION FEE
============================------------------------------------------------------------------------------------
                                                   Proposed maximum     Proposed maximum
    Title of securities         Amount to be        offering price         aggregate            Amount of
     to be registered            registered          per share(*)      offering price(*)     registration fee
================================================================================================================
Common Stock, $1.00 par
value per share               4,000,000 shares          $5.03125          $20,125,000           $5,936.88
================================================================================================================

</TABLE>

(*)  Estimated  solely for the purpose of computing the  registration  fee. This
amount was calculated  pursuant to Rule 457(c) on the basis of $5.03125 per
share, which was the average of the high and low prices of the Common  Stock on
the New York Stock Exchange on August 7, 1998, as reported in the Wall Street
Journal.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this registration  statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.

<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").


Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.



                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Ethyl Corporation (the "Company") with
the Commission (file No. 1-5112) are incorporated herein by reference and made a
part hereof:  (i) the  Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1997; and (ii) the Company's  Quarterly  Reports on Form 10-Q
for the  quarters  ended March 31, 1998 and June 30, 1998;  (iii) the  Company's
Form 10, dated July 28, 1965,  containing a description of the Company's  Common
Stock (the  "Common  Stock");  and (iv) the  Annual  Report on Form 11-K for the
fiscal year ended  December 31, 1997,  of the Savings Plan For The  Employees of
Ethyl Corporation (the "Plan").

         All annual reports of the Plan filed by the Plan pursuant to Section 13
(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and all documents filed by the Company pursuant to Section 13(a),  13(c),
14 or 15(d) of the  Exchange Act after the date of the  Prospectus  and prior to
the filing of a  post-effective  amendment  that  indicates  that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be  incorporated  by reference in the  Prospectus and to be a
part hereof from the date of filing of such documents.  Any statement  contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded  for  purposes  of the  Prospectus  to the  extent  that a  statement
contained  herein  or  in  any  other   subsequently   filed  document  that  is
incorporated by reference herein modifies or supersedes such earlier  statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of the Prospectus.


Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


Item 6.  Indemnification of Directors and Officers.

         The Virginia Stock Corporation Act permits,  and the Company's Articles
of Incorporation  (the  "Articles")  require,  indemnification  of the Company's
directors  and  officers  in  a  variety  of  circumstances  which  may  include
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Under sections  13.1-697 and 13.1-702 of the Virginia Stock  Corporation  Act, a
Virginia  corporation  is generally  authorized  to indemnify  its directors and
officers  in civil or  criminal  actions if they acted in good faith and, in the
case of criminal  actions,  had no reasonable  cause to believe that the conduct
was unlawful. The Company's Articles require  indemnification of any person with
respect to certain  liabilities  incurred in connection  with any  proceeding to
which that person is made a party by reason of (i) his service to the Company as
a director or  officer,  or (ii) his service as  director,  officer,  trustee or
partner to some other  enterprise  at the request of the Company,  except in the
case of willful  misconduct or a knowing violation of criminal law. In addition,
the Company carries insurance on behalf of directors and officers that may cover
liabilities  under the  Securities  Act.  As  permitted  by the  Virginia  Stock
Corporation Act, the Company's  Articles provide that in any proceeding  brought
by a shareholder  of the Company in the right of the Company or brought by or on
behalf of  shareholders  of the  Company,  no director or officer of the Company
shall be liable to the Company or its  shareholders  for  monetary  damages with
respect to any  transaction,  occurrence or course of conduct,  whether prior or
subsequent  to the  effective  date  of  such  Articles,  except  for  liability
resulting  from such person  having  engaged in willful  misconduct or a knowing
violation of the criminal law or any federal or state  securities  law.  Section
13.1-692.1  of  the  Virginia  Stock   Corporation  Act  presently  permits  the
elimination of liability of directors and officers in any proceeding  brought by
or in the right of the Company or brought by or on behalf of stockholders of the
Company,  except for liability  resulting  from such person's  having engaged in
willful  misconduct or a knowing violation of the criminal law or any federal or
state  securities  law,  including,  without  limitation,  any unlawful  insider
trading or manipulation of the market for any security.  Sections 13.1-692.1 and
13.1-696 to -704 of the Virginia Stock  Corporation Act are hereby  incorporated
by reference herein.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

Exhibit No.

4.1      Articles  of  Incorporation  of the  Company  (incorporated  herein  by
         reference from Exhibit 3.1 of the Company's Report on Form 10-Q for the
         period ended September 30, 1996 (No. 1-5112)).

4.2      Amended By-laws of the Company  (incorporated  herein by reference from
         Exhibit 3.2 to the  Company's  Report on Form 10-K for the period ended
         December 31, 1995 (No. 1-5112)).

4.3      Savings Plan For The Employees of Ethyl Corporation.

4.4      Amendment No. 1 to the Savings Plan For The Employees of Ethyl
         Corporation.

4.5      Savings Plan For The  Employees of Ethyl  Corporation  Trust  Agreement
         between the Company and Merrill Lynch Trust Company of America.

5        Opinion  of Hunton &  Williams  as to the  legality  of the  securities
         being registered.

23.1     Consent of Hunton & Williams (included in the opinion filed as Exhibit
         5 to the Registration Statement).

23.2     Consent of PricewaterhouseCoopers LLP.

24       Power of Attorney (included on signature page).

         The Company  undertakes that it has submitted the Plan, and will submit
any amendments  thereto, to the Internal Revenue Service (the "IRS") in a timely
manner and will, to the extent the Company believes it necessary or appropriate,
make all changes  required by the IRS in order to qualify the Plan under Section
401(a) of the Internal Revenue Code.


Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  1. To file,  during  any  period in which  offers or sales are
         made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change in such
                  information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

                  2. That,  for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  3. To remove from  registration  by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the registrant  pursuant to the provisions  described  under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.




<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Richmond,  Commonwealth of Virginia, on this 23rd day
of July, 1998.

                                 ETHYL CORPORATION

                                 By:  /s/Bruce C. Gottwald
                                      --------------------
                                          Bruce C. Gottwald
                                          Chairman of the Board of Directors and
                                          Chief Executive Officer

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities  indicated
on this 23rd day of July, 1998. Each person whose signature appears below hereby
authorizes  either  agent for service  named in the  registration  statement  to
execute in the name of each such person,  and to file, any amendment,  including
any post-effective  amendment, to the registration statement making such changes
in the registration statement as the Registrant deems appropriate,  and appoints
such agent for service as  attorney-in-fact  to sign in his behalf  individually
and in each capacity  stated below and file all  amendments  and  post-effective
amendments to the registration statement.

<TABLE>
<CAPTION>
         Signature and Title                                          Signature and Title

<S> <C>

By:  /s/Bruce C. Gottwald                                      By:   /s/Wayne C. Drinkwater
     --------------------                                            -------------------------------
       Bruce C. Gottwald                                                Wayne C. Drinkwater
       Chairman of the Board of Directors and                           Controller
       Chief Executive Officer

By:   /s/William W. Berry                                      By:  /s/Gilbert M. Grosvenor
     ________________________________                               _________________________________
       William W. Berry                                                Gilbert M. Grosvenor      
       Director                                                        Director



By:  /s/Phyllis L. Cothran                                     By: /s/Sidney Buford Scott
     ________________________________                              __________________________________
       Phyllis L. Cothran                                             Sidney Buford Scott
       Director                                                       Director

By:  /s/Thomas E. Gottwald                                     By: /s/Charles B. Walker
     --------------------------------                              ----------------------------------
       Thomas E. Gottwald                                             Charles B. Walker
       Director, President and Chief                                  Director
       Operating Officer

                                                               By: /s/J. Robert Mooney
                                                                   ---------------------------------
                                                                      J. Robert Mooney
                                                                      Chief Financial Officer


</TABLE>
<PAGE>




         The Plan.  Pursuant to the requirements of the Securities Act, the Plan
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned,  thereto duly authorized, in the City of Richmond,  Commonwealth of
Virginia, on this 23rd day of July, 1998.

                                  SAVINGS PLAN FOR THE EMPLOYEES
                                  OF ETHYL CORPORATION


                                  By:  /s/J. Robert Mooney
                                       ______________________________________
                                       J. Robert Mooney
                                       Chairman of the Employee Savings
                                       Plan Committee




<PAGE>



                                 EXHIBIT INDEX


<TABLE>
<CAPTION>

             Exhibit No.                                  Description

<S> <C>

                 4.1                     Amended and Restated Articles of
                                         Incorporation of the Company (incorporated
                                         herein by reference from Exhibit 3.1 of the
                                         Company's Report on Form 10-Q for the period
                                         ended September 30, 1996 (No. 1-5112)).

                 4.2                     Bylaws of the Company (incorporated herein
                                         by reference from Exhibit 3.2 to the
                                         Company's Report on Form 10-K for the period
                                         ended December 31, 1995 (No. 1-5112)).

                 4.3                     Savings Plan For The Employees of Ethyl
                                         Corporation.

                 4.4                     Amendment No. 1 to the Savings Plan For
                                         The Employees of Ethyl Corporation.

                 4.5                     Savings Plan For The Employees of Ethyl
                                         Corporation Trust Agreement between the
                                         Company and Merrill Lynch Trust Company of
                                         America.

                   5                     Opinion of Hunton & Williams  as to the
                                         legality   of  the   securities   being
                                         registered.

                23.1                     Consent of Hunton & Williams (included in
                                         the opinion filed as Exhibit 5 to the
                                         Registration Statement).

                23.2                     Consent of PricewaterhouseCoopers LLP.

                 24                      Power   of   Attorney    (included   on
                                         signature page).

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "ETHYL S-8", "secsgml_size_bytes": 20900}]
{"company-data": {"conformed-name": "ETHYL CORP", "cik": "0000033656", "assigned-sic": "2860", "irs-number": "540118820", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60889", "film-number": "98679283"}, "business-address": {"street1": "330 S FOURTH ST", "street2": "P O BOX 2189", "city": "RICHMOND", "state": "VA", "zip": "23217", "phone": "8047885000"}}
As filed with the Securities and Exchange Commission on August 7, 1998.

                                      Registration Statement No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                               ETHYL CORPORATION
             (Exact name of Registrant as specified in its Charter)
Virginia                                                           54-0118820
(State or other jurisdiction of                                 (I.R.S. Employer Identification Number)
incorporation or organization)

                            330 South Fourth Street
                            Richmond, Virginia 23219
          (Address of principal executive office, including zip code)

                         SAVINGS PLAN FOR THE EMPLOYEES
                              OF ETHYL CORPORATION
                            (Full title of the Plan)
                              --------------------

                               Bruce C. Gottwald
               Chairman of the Board and Chief Executive Officer
                                J. Robert Mooney
                            Chief Financial Officer
                               Ethyl Corporation
                            330 South Fourth Street
                            Richmond, Virginia 23219
                                 (804) 788-5000
(Name, address, including zip code, and telephone number including area code, of agent for service)

                                With copies to:

Allen C. Goolsby, Esq.                                      M. Rudolph West, Esq.
 Hunton & Williams                                           Ethyl Corporation
951 East Byrd Street                                      330 South Fourth Street
Richmond, Virginia 23219-4074                                 Richmond, Virginia 23219
   (804) 788-8200                                             (804) 788-5000
                              --------------------

                        CALCULATION OF REGISTRATION FEE
============================------------------------------------------------------------------------------------
                                                   Proposed maximum     Proposed maximum
    Title of securities         Amount to be        offering price         aggregate            Amount of
     to be registered            registered          per share(*)      offering price(*)     registration fee
================================================================================================================
Common Stock, $1.00 par
value per share               4,000,000 shares          $5.03125          $20,125,000           $5,936.88
================================================================================================================
(*)  Estimated  solely for the purpose of computing the  registration  fee. This
amount was calculated  pursuant to Rule 457(c) on the basis of $5.03125 per
share, which was the average of the high and low prices of the Common  Stock on
the New York Stock Exchange on August 7, 1998, as reported in the Wall Street
Journal.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this registration  statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Ethyl Corporation (the "Company") with
the Commission (file No. 1-5112) are incorporated herein by reference and made a
part hereof:  (i) the  Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1997; and (ii) the Company's  Quarterly  Reports on Form 10-Q
for the  quarters  ended March 31, 1998 and June 30, 1998;  (iii) the  Company's
Form 10, dated July 28, 1965,  containing a description of the Company's  Common
Stock (the  "Common  Stock");  and (iv) the  Annual  Report on Form 11-K for the
fiscal year ended  December 31, 1997,  of the Savings Plan For The  Employees of
Ethyl Corporation (the "Plan").

         All annual reports of the Plan filed by the Plan pursuant to Section 13
(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and all documents filed by the Company pursuant to Section 13(a),  13(c),
14 or 15(d) of the  Exchange Act after the date of the  Prospectus  and prior to
the filing of a  post-effective  amendment  that  indicates  that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be  incorporated  by reference in the  Prospectus and to be a
part hereof from the date of filing of such documents.  Any statement  contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded  for  purposes  of the  Prospectus  to the  extent  that a  statement
contained  herein  or  in  any  other   subsequently   filed  document  that  is
incorporated by reference herein modifies or supersedes such earlier  statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of the Prospectus.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Virginia Stock Corporation Act permits,  and the Company's Articles
of Incorporation  (the  "Articles")  require,  indemnification  of the Company's
directors  and  officers  in  a  variety  of  circumstances  which  may  include
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Under sections  13.1-697 and 13.1-702 of the Virginia Stock  Corporation  Act, a
Virginia  corporation  is generally  authorized  to indemnify  its directors and
officers  in civil or  criminal  actions if they acted in good faith and, in the
case of criminal  actions,  had no reasonable  cause to believe that the conduct
was unlawful. The Company's Articles require  indemnification of any person with
respect to certain  liabilities  incurred in connection  with any  proceeding to
which that person is made a party by reason of (i) his service to the Company as
a director or  officer,  or (ii) his service as  director,  officer,  trustee or
partner to some other  enterprise  at the request of the Company,  except in the
case of willful  misconduct or a knowing violation of criminal law. In addition,
the Company carries insurance on behalf of directors and officers that may cover
liabilities  under the  Securities  Act.  As  permitted  by the  Virginia  Stock
Corporation Act, the Company's  Articles provide that in any proceeding  brought
by a shareholder  of the Company in the right of the Company or brought by or on
behalf of  shareholders  of the  Company,  no director or officer of the Company
shall be liable to the Company or its  shareholders  for  monetary  damages with
respect to any  transaction,  occurrence or course of conduct,  whether prior or
subsequent  to the  effective  date  of  such  Articles,  except  for  liability
resulting  from such person  having  engaged in willful  misconduct or a knowing
violation of the criminal law or any federal or state  securities  law.  Section
13.1-692.1  of  the  Virginia  Stock   Corporation  Act  presently  permits  the
elimination of liability of directors and officers in any proceeding  brought by
or in the right of the Company or brought by or on behalf of stockholders of the
Company,  except for liability  resulting  from such person's  having engaged in
willful  misconduct or a knowing violation of the criminal law or any federal or
state  securities  law,  including,  without  limitation,  any unlawful  insider
trading or manipulation of the market for any security.  Sections 13.1-692.1 and
13.1-696 to -704 of the Virginia Stock  Corporation Act are hereby  incorporated
by reference herein.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1      Articles  of  Incorporation  of the  Company  (incorporated  herein  by
         reference from Exhibit 3.1 of the Company's Report on Form 10-Q for the
         period ended September 30, 1996 (No. 1-5112)).

4.2      Amended By-laws of the Company  (incorporated  herein by reference from
         Exhibit 3.2 to the  Company's  Report on Form 10-K for the period ended
         December 31, 1995 (No. 1-5112)).

4.3      Savings Plan For The Employees of Ethyl Corporation.

4.4      Amendment No. 1 to the Savings Plan For The Employees of Ethyl
         Corporation.

4.5      Savings Plan For The  Employees of Ethyl  Corporation  Trust  Agreement
         between the Company and Merrill Lynch Trust Company of America.

5        Opinion  of Hunton &  Williams  as to the  legality  of the  securities
         being registered.

23.1     Consent of Hunton & Williams (included in the opinion filed as Exhibit
         5 to the Registration Statement).

23.2     Consent of PricewaterhouseCoopers LLP.

24       Power of Attorney (included on signature page).

         The Company  undertakes that it has submitted the Plan, and will submit
any amendments  thereto, to the Internal Revenue Service (the "IRS") in a timely
manner and will, to the extent the Company believes it necessary or appropriate,
make all changes  required by the IRS in order to qualify the Plan under Section
401(a) of the Internal Revenue Code.

Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  1. To file,  during  any  period in which  offers or sales are
         made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change in such
                  information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

                  2. That,  for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  3. To remove from  registration  by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the registrant  pursuant to the provisions  described  under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Richmond,  Commonwealth of Virginia, on this 23rd day
of July, 1998.

                                 ETHYL CORPORATION

                                 By:  /s/Bruce C. Gottwald
                                      --------------------
                                          Bruce C. Gottwald
                                          Chairman of the Board of Directors and
                                          Chief Executive Officer

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities  indicated
on this 23rd day of July, 1998. Each person whose signature appears below hereby
authorizes  either  agent for service  named in the  registration  statement  to
execute in the name of each such person,  and to file, any amendment,  including
any post-effective  amendment, to the registration statement making such changes
in the registration statement as the Registrant deems appropriate,  and appoints
such agent for service as  attorney-in-fact  to sign in his behalf  individually
and in each capacity  stated below and file all  amendments  and  post-effective
amendments to the registration statement.
Signature and Title                                          Signature and Title
By:  /s/Bruce C. Gottwald                                      By:   /s/Wayne C. Drinkwater
     --------------------                                            -------------------------------
       Bruce C. Gottwald                                                Wayne C. Drinkwater
       Chairman of the Board of Directors and                           Controller
       Chief Executive Officer

By:   /s/William W. Berry                                      By:  /s/Gilbert M. Grosvenor
     ________________________________                               _________________________________
       William W. Berry                                                Gilbert M. Grosvenor      
       Director                                                        Director

By:  /s/Phyllis L. Cothran                                     By: /s/Sidney Buford Scott
     ________________________________                              __________________________________
       Phyllis L. Cothran                                             Sidney Buford Scott
       Director                                                       Director

By:  /s/Thomas E. Gottwald                                     By: /s/Charles B. Walker
     --------------------------------                              ----------------------------------
       Thomas E. Gottwald                                             Charles B. Walker
       Director, President and Chief                                  Director
       Operating Officer

                                                               By: /s/J. Robert Mooney
                                                                   ---------------------------------
                                                                      J. Robert Mooney
                                                                      Chief Financial Officer
The Plan.  Pursuant to the requirements of the Securities Act, the Plan
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned,  thereto duly authorized, in the City of Richmond,  Commonwealth of
Virginia, on this 23rd day of July, 1998.

                                  SAVINGS PLAN FOR THE EMPLOYEES
                                  OF ETHYL CORPORATION

                                  By:  /s/J. Robert Mooney
                                       ______________________________________
                                       J. Robert Mooney
                                       Chairman of the Employee Savings
                                       Plan Committee
EXHIBIT INDEX
Exhibit No.                                  Description
4.1                     Amended and Restated Articles of
                                         Incorporation of the Company (incorporated
                                         herein by reference from Exhibit 3.1 of the
                                         Company's Report on Form 10-Q for the period
                                         ended September 30, 1996 (No. 1-5112)).

                 4.2                     Bylaws of the Company (incorporated herein
                                         by reference from Exhibit 3.2 to the
                                         Company's Report on Form 10-K for the period
                                         ended December 31, 1995 (No. 1-5112)).

                 4.3                     Savings Plan For The Employees of Ethyl
                                         Corporation.

                 4.4                     Amendment No. 1 to the Savings Plan For
                                         The Employees of Ethyl Corporation.

                 4.5                     Savings Plan For The Employees of Ethyl
                                         Corporation Trust Agreement between the
                                         Company and Merrill Lynch Trust Company of
                                         America.

                   5                     Opinion of Hunton & Williams  as to the
                                         legality   of  the   securities   being
                                         registered.

                23.1                     Consent of Hunton & Williams (included in
                                         the opinion filed as Exhibit 5 to the
                                         Registration Statement).

                23.2                     Consent of PricewaterhouseCoopers LLP.

                 24                      Power   of   Attorney    (included   on
                                         signature page).