UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

This Amendment No. 1 to Schedule 13D is being filed by the Reporting Persons to amend the Schedule 13D originally filed on November 10, 2008 (together with this Amendment, the “Schedule 13D”) relating to the common stock, $0.01 par value per share (the “Common Stock”), of Innospec Inc. (the “Company”).  The Company’s principal executive offices are located at Innospec Manufacturing Park, Oil Sites Road, Ellesmere Port, Cheshire, United Kingdom.

Item 2.

Identity and Background

(a)

This statement is filed by:

(i) Tontine Capital Partners, L.P., a Delaware limited partnership (“TCP”), with respect to the shares of Common Stock directly owned by it;

(ii) Tontine 25 Overseas Master Fund, L.P., a Cayman Islands limited partnership (“T25”), with respect to the shares of Common Stock directly owned by it;

(iii) Tontine Capital Management, L.L.C., a Delaware limited liability company (“TCM”), with respect to the shares of Common Stock directly owned by each of TCP and T25;

(iv) Tontine Capital Overseas Master Fund, L.P. a Cayman Islands limited partnership (“TMF”) with respect to shares of Common Stock directly owned by it;

(v)  Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company (“TCO”), with respect to shares of Common Stock owned by TMF; and

(vi) Jeffrey L. Gendell (“Mr. Gendell”) with respect to the shares of Common Stock directly owned by each of TCP, T25 and TMF.

TCP, TCM, T25, TMF, TCO and Mr. Gendell are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b)

The address of the principal business and principal office of each of TCP, T25, TCM, TMF and TCO is 55 Railroad Avenue, Greenwich, Connecticut 06830.  The business address of Mr. Gendell is 55 Railroad Avenue, Greenwich, Connecticut 06830.

(c)

The principal business of each of TCP, T25 and TMF is serving as a private investment limited partnership.  The principal business of TCM is serving as the general partner of both TCP and T25.  The principal business of TCO is serving as the general partner of TMF.  Mr. Gendell serves as the managing member of TCM and TCO.

(d)

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f)

TCP is a limited partnership organized under the laws of the State of Delaware.  Each of TCO and TCM is a limited liability company organized under the laws of the State of Delaware.  Each of TMF and T25 is a limited partnership organized under the laws of the Cayman Islands.  Mr. Gendell is a United States citizen.

Item 3.

Source and Amount of Funds or Other Consideration

All of the shares of Common Stock owned by the Reporting Persons were purchased with working capital and on margin.  The Reporting Persons’ margin transactions are with UBS Securities LLC, on such firm’s usual terms and conditions.  All or part of the shares of Common Stock directly owned by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting Persons.  Such loans bear interest at a rate based upon the broker’s call rate from time to time in effect.  Such indebtedness may be refinanced with other banks or broker dealers.

Item 4.

Purpose of Transaction

The Reporting Persons acquired the shares of Common Stock for investment purposes and in the ordinary course of business.

The Reporting Persons expect that they may hold and/or dispose of their shares of Common Stock as a part of their ongoing investment strategy, with any such dispositions expected to be made consistent with the alternatives and timing originally reported in the Schedule 13D filed on November 10, 2008.  Recently, certain of the Reporting Persons determined to form TCP Overseas Master Fund II, L.P. (“TCP 2”) during the fourth quarter of 2009.  It is anticipated that TCP 2 will become the beneficial owner of an as-yet-undetermined portion of the Common Stock currently held by the Reporting Persons.  To the extent that TCP 2 acquires beneficial ownership of any such Common Stock, TCP 2 may hold and/or dispose of such Common Stock or may purchase additional securities of the Company, at any time and from time to time in the open market or otherwise.

Although the forgoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time.  Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests.

Except as set forth in the Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act, or (j) any action similar to any of those enumerated in items (a) through (i) above.

Item 5.

Interest in Securities of the Issuer

The following disclosure of share ownership by the Reporting Persons is as of the date of this Amendment No. 1 to Schedule 13D.

A. Tontine Capital Partners, L.P.

(a)  Aggregate number of shares beneficially owned:  4,202,663.   Percentage: 17.8%.  The percentages used herein and in the rest of Item 5 are calculated based upon 23,662,833 shares of Common Stock of the Company issued and outstanding as of July 31, 2009, as disclosed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2009.

(b)

1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote:  4,202,663

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition:  4,202,663

(c)  TCP has not engaged in any transactions of Common Stock in the last 60 days.

(d)  TCM, the general partner of TCP, has the power to direct the affairs of TCP, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares.  Mr. Gendell is the Managing Member of TCM and in that capacity directs its operations.

(e)  Not applicable.

B.

Tontine 25 Overseas Master Fund, L.P.

(a)

Aggregate number of shares beneficially owned: 99,700.   Percentage: 0.4%.

(b)

1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote:  99,700

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition:  99,700

(c)

T25 has not engaged in any transactions of Common Stock in the last 60 days.

(d)  TCM, the general partner of T25, has the power to direct the affairs of T25, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares.  Mr. Gendell is the Managing Member of TCM and in that capacity directs its operations.

(e)

Not applicable.

C.

Tontine Capital Management, L.L.C.

(a)

Aggregate number of shares beneficially owned:  4,302,363.   Percentage:  18.2%.

(b)

1. Sole power to vote or direct vote:  -0-

2. Shared power to vote or direct vote:  4,302,363

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition:  4,302,363

(c)

TCM has not engaged in any transactions of Common Stock in the last 60 days.

(d)

Not applicable.

(e)

Not applicable.

D.

Tontine Capital Overseas Master Fund, L.P.

(a)

Aggregate number of shares beneficially owned: 525,982.  Percentage: 2.2%.

(b)

1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote:  525,982

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition:  525,982

(c)

TCO has not engaged in any transactions of Common Stock in the last 60 days.

(d)  TCO, the general partner of TMF, has the power to direct the affairs of TMF, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares.  Mr. Gendell is the Managing Member of TCO and in that capacity directs its operations.

(e)

Not applicable.

E.

Tontine Capital Overseas GP, L.L.C.

(a)

Aggregate number of shares beneficially owned: 525,982.  Percentage: 2.2%.

(b)

1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote:  525,982

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition:  525,982

(c)

TCO has not engaged in any transactions in Common Stock in the last 60 days.

(d)

Not applicable.

(e)

Not applicable.

F.

Jeffrey L. Gendell

(a)

Aggregate number of shares beneficially owned: 4,828,345.  Percentage: 20.4%.

(b)

1. Sole power to vote or direct vote:  -0-

2. Shared power to vote or direct vote:  4,828,345

3. Sole power to dispose or direct the disposition:  -0-

4. Shared power to dispose or direct the disposition:  4,828,345

(c)

Mr. Gendell has not engaged in any transactions in Common Stock in the last 60 days.

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described in the Schedule 13D, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Material to Be Filed as Exhibits

None.

October 23, 2008

Date

/s/ Jeffrey L. Gendell

Signature

Jeffrey L. Gendell, individually, as managing member of Tontine Capital Management, L.L.C., general partner of Tontine Capital Partners, L.P. and Tontine 25 Overseas Master Fund, L.P., and as managing member of Tontine Capital Overseas GP, L.L.C., general partner of Tontine Capital Overseas Master Fund, L.P.

Name/Title