SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOLLINSHEAD JOHN A

(Last)

(First)

(Middle)

1221 MCKINNEY, SUITE 700

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LYONDELL CHEMICAL CO [ LYO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2007

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/22/2007		A		3,591	A	$0	35,142	D
Common Stock⁽¹⁾	02/23/2007		M		1,183	A	⁽¹⁾	36,325	D
Common Stock⁽¹⁾	02/23/2007		D		1,183	D	$31.94	35,142	D
Common Stock								27,287	I	By 401(K)
Common Stock								3,000	I	See Footnote⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽⁴⁾	02/22/2007		A		3,591		02/22/2008⁽³⁾	⁽³⁾	Common Stock	3,591	⁽⁴⁾	3,591	D
Stock Options	$31.97	02/22/2007		A		27,702		02/22/2008⁽⁵⁾	02/22/2017	Common Stock	27,702	$0	27,702	D
Phantom Stock	⁽⁴⁾	02/23/2007		M			1,183	⁽¹⁾	⁽¹⁾	Common Stock	1,183	⁽⁴⁾	2,367	D

Explanation of Responses:

1. Pursuant to the terms of the plan and award agreement, the award vests annually in 1/3 increments beginning one year from the date of the grant and is paid in cash, resulting in a deemed acquisition and disposition of Company common stock.

2. Includes: (1) 2,000 shares of common stock held by a family limited partnership. The general partner of the family limited partnership is a company owned by Mr. Hollinshead; and (2) 1,000 shares of Lyondell common stock in a jointly-owned account owned by Mr. Hollinshead along with other persons. Mr. Hollinshead disclaims beneficial ownership of these 1,000 shares except to the extent of his pecuniary interest in the shares.

3. The award vests annually in 1/3 increments beginning one year from the date of the grant and is paid in cash.

4. Converts on a 1 for 1 basis.

5. The award vests annually in 1/3 increments beginning one year from the date of the grant.

	/s/ KERRY A. GALVIN as Attorney In Fact for John A. Hollinshead	02/26/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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