A number of the alkanolamines and alkanolamine derivatives used in metalworking fluids offer significant peripheral benefits in areas like corrosion inhibition, coupling, biocide synergy, emulsification and lubricity.  Among the many derivatives of alkanolamines that can be easily produced, the amides, the tertiary alkanolamine-N-oxides and the N,N-dialkylhydroxylamines are particularly notable.  This talk will focus on secondary and tertiary alkylalkanolamines (AAA's) and related derivatives which are useful as biocontrol agents, boundary antioxidants and persistent long term fluid stabilizing additives.  The properties of some alkylalkanolamines will be reviewed, and the preparation of certain AAA derivatives, such as the tertiary AAA-N-oxides, will be described.  Most importantly, the utility of the N-alkylalkanoalmines and alkanolamine derivatives as metalworking fluid additives will be illustrated.