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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* BAYER JAMES W (Last) (First) (Middle) 1221 MCKINNEY, SUITE 700 (Street) HOUSTON TX 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) 12/20/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	12/20/2007		A		28,158	A	(1)	53,146	D
Common Stock(1)	12/20/2007		D		28,158	D	$48	24,988	D
Common Stock	12/20/2007		D		24,988	D	(2)	0	D
Common Stock	12/20/2007		D		34,508	D	(2)	0	I	By 401(K)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$17.55	12/20/2007		D			20,473	(3)	02/05/2014	Common Stock	20,473	$30.45(3)	0	D
Employee Stock Option (Right to Buy)	$28.56	12/20/2007		D			17,590	(4)	01/20/2015	Common Stock	17,590	$19.44(4)	0	D
Employee Stock Option (Right to Buy)	$24.52	12/20/2007		D			24,747	(5)	02/23/2016	Common Stock	24,747	$23.48(5)	0	D
Employee Stock Option (Right to Buy)	$31.97	12/20/2007		D			27,162	(6)	02/22/2017	Common Stock	27,162	$16.03(6)	0	D
Phantom Stock	(7)	12/20/2007		D			5,873	(7)	(7)	Common Stock	5,873	$48(7)	0	D

Explanation of Responses:

1. This reports the payout of performance awards denominated in shares of Lyondell?s common stock, on the effective date of the merger pursuant to the Merger Agreement between Lyondell and Basell and BIL Acquisition Holdings Limited (?Merger Agreement?) for the merger consideration of $48 per share.

2. Shares of common stock disposed of on the effective date of the merger pursuant to the Merger Agreement for the merger consideration of $48 per share.

3. The option, which vested on December 1, 2004 in connection with the acquisition of Millennium Chemicals Inc., were canceled pursuant to the Merger Agreement in exchange for a cash payment of $623,402.85 representing the difference between the exercise price of the option and the $48 per share merger consideration.

4. The options, which 2/3 vested ratably on January 20, 2006 and January 20, 2007 and 1/3 vested on November 20, 2007 in connection with shareholder approval of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $341,949.60 representing the difference between the exercise price of the option and the $48 per share merger consideration.

5. The options, which 1/3 vested on February 23, 2007 and the remaining 2/3 on the effective date of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $581,059.56 representing the difference between the exercise price of the option and the $48 per share merger consideration.

6. The options, which vested on the effective date of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $435,406.86 representing the difference between the exercise price of the option and the $48 per share merger consideration.

7. Phantom Stock which convert on a 1 for 1 basis and provided for vesting in 3 equal annual installments beginning one year from the date of grant, was disposed of on the effective date of the merger pursuant to the Merger Agreement for the merger consideration of $48 per share.

Remarks:

	/s/ KERRY A. GALVIN as Attorney In Fact for James W. Bayer	12/20/2007
	** 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).
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