[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)]
Direct Dial
(312) 407-0986
April 8, 1998
VIA EDGAR AND FACSIMILE
Teresa Regan
Division of Corporate Finance
Securities and Exchange Commission
Mail Stop 4-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Withdrawal of Registration Statement on Form 10 (File
No. 1-13879)
Dear Ms. Regan:
On behalf of Octel Corp. (the "Company"), we hereby request the
withdrawal of the Registration Statement (File No. 1-13879) and all
amendments thereto (the "Registration Statement") filed pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended, on February 13,
1998.
The foregoing request arises as the Company's parent, Great
Lakes Chemical Corporation, will be unable to affect the distribution of
common shares of the Company on or prior to April 13, 1998.
Please contact either Steven Simon (312) 407-0986 or Kathleen
Cronin (312) 407-0641 with any questions.
Best regards.
Very truly yours,
/s/ Steven G. Simon
Steven G. Simon
cc: John Lacci
Great Lakes Chemical Corporation
Samuel Haubold
Kirkland & Ellis
