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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1. Name and Address of Reporting Person * BOON PHILIP JOHN   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) Exec VP, Business Operations (Last) (First) (Middle) INNOSPEC MANUFACTURING PARK, OIL SITES ROAD 3. Date of Earliest Transaction (Month/Day/Year) 03/09/2011 (Street) ELLESMERE PORT, 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 03/07/2011 03/07/2011 M   4,116 (1) A $ 0 16,122 D   Common Stock 03/07/2011 03/07/2011 M   1,051 (2) D $ 29.7487 16,122 D   Common Stock 03/07/2011 03/07/2011 M   266 (3) D $ 29.7487 16,122 D   Common Stock 03/07/2011 03/07/2011 M   90 (4) D $ 29.7487 16,122 D   Common Stock 03/07/2011 03/07/2011 M   490 (5) (6) D $ 29.7487 16,122 D

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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

Stock Options

$ 0

03/07/2011

03/07/2011

M

4,530

02/13/2011

02/13/2016

Common Stock

4,530

$ 0

59,879

D

Stock Options

$ 9.97

03/07/2011

03/07/2011

M

1,700

02/13/2009

02/13/2016

Common Stock

1,700

$ 9.97

58,179

D

Stock Options

$ 20.23

03/07/2011

03/07/2011

M

1,183

02/20/2011

02/20/2018

Common Stock

1,183

$ 20.23

56,996

D

Stock Options

$ 20.23

03/07/2011

03/07/2011

M

817

02/20/2011

02/20/2018

Common Stock

817

$ 20.23

56,179

D

Stock Options

$ 0

03/07/2011

03/07/2011

M

4,000

02/20/2011

02/20/2018

Common Stock

4,000

$ 0

52,179

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BOON PHILIP JOHN INNOSPEC MANUFACTURING PARK OIL SITES ROAD ELLESMERE PORT, X0 CH65 4EY			Exec VP, Business Operations

Signatures

Nicola Earl		03/09/2011
**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 Philip Boon in lieu of the transfer of the remaining 414 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.
(2)	Pursuant to Clause 16 of the Rules of the Innospec Inc Company Stock Option Plan, a cash payment is being made to Philip Boon in lieu of the transfer of the remaining 649 shares to enable him to pay the acquisition price and UK withholding tax obligations in respect of the exercise of options.
(3)	Pursuant to Clause 16 of the Rules of the Innospec Inc Company Stock Option Plan, a cash payment is being made to Philip Boon in lieu of the transfer of the remaining 917 shares to enable him to pay teh acquisition price and UK withholding tax obligations in respect of the exercise of options.
(4)	Pursuant to Clause 16 of the Rules of the Innospec Inc Company Stock Option Plan, a cash payment is being made to Philip Boon in lieu of the transfer of the remaining 727 shares to enable him to pay the acquisition price obligations in respect of the exercise of options.
(5)	25% vested = 1000
(6)	Pursuant to Clause 12 of the Rules of the Innospec Inc Performance Related Stock Option Plan, a cash payment is being made to Philip Boon in lieu of the transfer of the remaining 510 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.

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