LUBRIZOL CORPORATION

                                  July 22, 2003

                                 12:00 p.m. CDT





Moderator      Ladies and gentlemen, thank you for standing by. Welcome to

               the Second Quarter Earnings conference. At this time all

               participants are in a listen-only mode. Later we will conduct a

               question and answer session, and the instructions will be given

               at that time. As a reminder, today's call is being recorded. I

               would now like to turn the conference over to our host, Joanne

               Wanstreet, Vice President of Investor Relations. Please go ahead.



J. Wanstreet   Thank you for joining us today, July 22, 2003, for discussion of

               our second quarter results, which were released this morning.

               This call is being Web cast by CCBN.com and will be available for

               replay beginning about 6:00 p.m. eastern time today and for the

               next 30 days. You can access the replay through the investor

               relations page of our Internet site, www.lubrizol.com.



               We want to remind everyone that this Web cast contains

               time-sensitive information that is accurate only as of today. Any

               redistribution, retransmission, or reproduction of this call

               without written company consent is prohibited.



               Participating in the call with me today are Charlie Cooley, our

               Vice President and Chief Financial Officer, and John Ahern, our

               Controller. Charlie Cooley will discuss the quarter's results and

               our outlook for the rest of the year. We will then open the lines

               for questions and discussion.



               Before I turn it over to Charlie, I need to remind you that some

               of the information to be furnished in today's session will

               constitute forward-looking statements within the meaning of the

               Private Securities Litigation Reform Act of 1995. Forward-looking

               statements are those focused on future plans, objectives, or

               performance, as opposed to historical items.



               We remind you that actual results could differ materially from

               the results projected or referenced in these forward-looking

               statements. Some factors that could cause actual results to

               differ from those in the forward-looking statements are contained

               in the management discussion and analysis in our 2002 annual

               report to shareholders that is part of our 10-K report. With

               that, I will turn it over to Charlie Cooley.



C. Cooley      Good afternoon, and welcome to Lubrizol's Second Quarter Earnings

               teleconference. Earnings for the quarter, excluding restructuring

               charges, were in the upper end of our range of guidance. Currency

               was a major positive factor this quarter. In addition, we're

               particularly pleased that we've been able to pass through price

               increases in response to higher material costs, even in this

               lackluster economy. Furthermore, our industrial businesses

               continued to perform well this quarter.



               This morning we announced that earnings for the second quarter

               were $0.57 per share, which included a restructuring charge of

               $0.05 per share. The relevant comparison to last year's second

               quarter would exclude this restructuring charge; and so on this

               basis, earnings were $0.62 compared to $0.67 in the strong second

               quarter of 2002. Currency, higher price mix, and acquisitions

               positively affected earnings for the quarter, but these factors

               were more than offset by lower volume from lubricant additives,

               higher material costs, and a higher tax rate compared to the

               second quarter last year.



               For the first six months of the year earnings were $1.07 per

               share, which included a restructuring charge of $0.09 per share.

               Again, the relevant comparison to last year excludes the 2003

               restructuring charge, as well as







{PAGE}







               2002's write-off of goodwill related to a required accounting

               change. On this basis, earnings were down $0.09 per share or 7%.



               Consolidated revenues for the quarter were $514.7 million, which

               was a new record for quarterly revenues. This quarter's

               restructuring charge of $3.5 million pre tax, or $0.05 per share,

               consisted of two parts. The first part relates to restructuring

               activities at our Bromborough, England facility, which consisted

               of equipment write-offs and severance costs of $2.8 million.



               You will recall that we began restructuring this intermediate

               production and blending facility in the first quarter. We

               estimate that the Bromborough restructuring will be completed by

               year end, with an additional cost of less than $0.5 million,

               which is in line with the estimates I gave you at last quarter's

               conference call.



               The second part of the restructuring charge consisted of $700,000

               for a voluntary separation program for about 60 people at our

               India joint venture. Annualized savings from the combined

               restructuring initiatives are projected to be approximately $4.5

               million.



               Now I'll walk through the various components of our financial

               statements, beginning with the components of revenue.

               Consolidated shipment volume for the second quarter was down 9%

               from the second quarter of 2002. Volume for the quarter included

               a shift in our viscosity modifier product line from liquid

               polymers to a higher-value concentrated solid form. Setting aside

               the impact of the viscosity modifier mix change, which

               predominantly affected fluid technologies for transportation,

               shipment volume was down 6% compared to second quarter of 2002.

               Acquisitions, primarily Dock Resins, contributed one-half percent

               of volume for the quarter, now that it's been more than a full

               year since we closed the 2002 acquisition of Chemron. I'll

               elaborate on volume when I discuss segment results.



               By region, comparing the second quarter 2003 to the second

               quarter 2002, consolidated shipment volume was down 9% in North

               America, 10% in Europe/Africa zone, 9% in Asia Pacific Mid East,

               and 2% in Latin America. All regions were affected by the shift

               to solid viscosity modifiers, so the effects were mostly seen in

               North America and Europe. SARS and a month-long truck strike in

               India affected Asia Pacific volumes.



               Now I'll turn to the other components of revenue for the second

               quarter. Combined price mix was up 4.5% compared to the second

               quarter of 2002. I mentioned that we've been successful with

               price increases; however, we believe mix had the greater impact

               on revenues. We've been reporting price and mix as one combined

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