Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TONTINE CAPITAL PARTNERS L P
   2. Issuer Name and Ticker or Trading Symbol
OCTEL CORP [OTL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See response (1) below
(Last)
(First)
(Middle)
C/O TONTINE CAPITAL MANAGEMENT LLC LP, 55 RAILROAD AVENUE 3RD FL		 3. Date of Earliest Transaction (Month/Day/Year)
07/29/2005
(Street)

GREENWICH, CT 06830		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 07/29/2005   P   25,900 A $ 17.23 1,499,600 D (1)  
Common Stock 08/01/2005   P   28,000 A $ 17.31 1,527,600 D (1)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TONTINE CAPITAL PARTNERS L P
C/O TONTINE CAPITAL MANAGEMENT LLC LP
55 RAILROAD AVENUE 3RD FL
GREENWICH, CT 06830		       See response (1) below

Signatures

 TONTINE CAPITAL PARTNERS, L.P., By: Tontine Capital Management, L.L.C., General Partner, By: /s/ Jeffrey L. Gendell, Managing Member   08/02/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This report is filed by Tontine Capital Partners, L.P. ("TCP"), a Delaware limited partnership. Tontine Capital Management, L.L.C. ("TCM"), a Delaware limited liability company, is the general partner of TCP and indirectly owns 1,473,700 shares of Common Stock. Mr. Jeffrey L. Gendell is the managing member of TCM and indirectly owns 1,473,700 shares of Common Stock. TCM and Mr. Gendell disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest. As defined under Section 13(d) of the Securities and Exchange Act of 1934, as amended, TCP, TCM and Mr. Gendell are part of a group.

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