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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Hartley Andrew   2. Issuer Name and Ticker or Trading Symbol INNOSPEC INC. [IOSP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP & General Counsel (Last) (First) (Middle) INNOSPEC MANUFACTURING PARK, OIL SITES ROAD, ELLESMERE PORT 3. Date of Earliest Transaction (Month/Day/Year) 03/07/2011 (Street) CHESHIRE, X0 CH65 4EY 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 03/04/2011 03/04/2011 M   98 (1) A $ 0 7,376 D   Common Stock 03/04/2011 03/04/2011 M   2,607 (2) A $ 0 9,983 D   Common Stock 03/04/2011 03/04/2011 M   648 (3) (4) A $ 0 10,631 D   Common Stock 03/04/2011 03/04/2011 M   210 (5) A $ 20.23 10,841 D   Common Stock 03/04/2011 03/04/2011 M   109 (6) A $ 20.23 10,950 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Stock Options

$ 0

03/04/2011

03/04/2011

M

200

03/12/2010

03/12/2017

Common Stock

200

$ 0

42,025

D

Stock Options

$ 0

03/04/2011

03/04/2011

M

5,320

02/13/2011

02/13/2016

Common Stock

5,320

$ 0

36,705

D

Stock Options

$ 0

03/04/2011

03/04/2011

M

5,289

02/20/2011

02/20/2018

Common Stock

5,289

$ 0

31,416

D

Stock Options

$ 20.23

03/04/2011

03/04/2011

M

890

02/20/2011

02/20/2018

Common Stock

890

$ 20.23

30,526

D

Stock Options

$ 20.23

03/04/2011

03/04/2011

M

989

02/20/2011

02/20/2018

Common Stock

989

$ 20.23

29,537

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hartley Andrew INNOSPEC MANUFACTURING PARK OIL SITES ROAD, ELLESMERE PORT CHESHIRE, X0 CH65 4EY			VP & General Counsel

Signatures

Nicola Earl		03/07/2011
**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)	Pursuant to Clause 12 of the Rules of the Innospec Inc Performance Related Stock Option Plan, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 102 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.
(2)	Pursuant to Clause 12 of the Rules of the Innospec Inc Performance Related Stock Option Plan, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 2713 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.
(3)	25% of 5289 vested = 1323
(4)	Pursuant to Clause 12 of the Rules of the Innospec Inc Performance Related Stock Option Plan, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 675 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.
(5)	Pursuant to Clause 16 of the Rules of the Innospec Inc Company Stock Option Plan A, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 680 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.
(6)	Pursuant to Clause 16 of the Rules of the Innospec Inc Company Stock Option Plan B, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 880 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.