8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (date of earliest event reported):  AUGUST 28, 2001

                            EQUISTAR CHEMICALS, LP

            (Exact name of registrant as specified in its charter)

           DELAWARE                     333-76473                76-0550481
(State or other jurisdiction of        (Commission            (I.R.S. Employer
        incorporation)                 File Number)          Identification No.)

                             1221 MCKINNEY STREET
                        SUITE 700, HOUSTON, TEXAS 77010
             (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code:  713-652-7200


ITEM 5.  OTHER EVENTS

     In a press release dated August 24, 2001, Equistar Chemicals, LP
("Equistar") announced the completion of its previously announced $1.5 billion
debt financing.  The financing includes $700 million of new seven-year, 10-1/8%
Senior Notes, as well as an amended and restated bank facility consisting of a
secured six-year, $300 million term loan and a secured five-year, $500 million
revolving credit facility, which is undrawn.  The purpose of the financing is to
refinance Equistar's bank credit facility and certain other debt maturing over
the next 15 months.  The Senior Notes have not been registered under the
Securities Act of 1933 and may not be offered or sold in the U.S. absent
registration or an applicable exemption from registration requirements.  The
text of the press release dated August 24, 2001 is filed as an exhibit to this
Current Report on Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits
     99.1  --  Press release dated August 24, 2001


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              Equistar Chemicals, LP



                              By: /s/ Gerald A. O'Brien
                                  _________________________________
                                  Gerald A. O'Brien
                                  Vice President, General Counsel and Secretary

Date:  August 28, 2001


EXHIBIT NO.           DESCRIPTION OF EXHIBIT
- -----------           ----------------------
   99.1         Press release dated August 24, 2001

EX-99.1

                                                                    EXHIBIT 99.1


                   EQUISTAR COMPLETES $1.5 BILLION FINANCING

   HOUSTON, Aug. 24, 2001 - Equistar Chemicals, LP, today completed its
previously announced $1.5 billion debt financing.

   The financing includes $700 million of new seven-year, 10-1/8% Senior Notes,
as well as an amended and restated bank facility consisting of a secured six-
year, $300 million term loan and a secured five-year, $500 million revolving
credit facility, which is undrawn.  The purpose of the financing is to refinance
Equistar's bank credit facility and certain other debt maturing over the next 15
months.

   "We're very pleased with the response of the capital markets to our
refinancing," said Robert T. Blakely, executive vice president and chief
financial officer of Lyondell Chemical Company (NYSE: LYO), Equistar's operating
owner.  "We now have in place a long-term capital structure that provides both
significant liquidity and an extended debt maturity schedule."

   The Senior Notes have not been registered under the Securities Act of 1933
and may not be offered or sold in the U.S. absent registration or an applicable
exemption from registration requirements.

                                     # # #

Equistar Chemicals, LP is a joint venture among Lyondell Chemical Company,
Millennium Chemicals Inc. and Occidental Petroleum Corporation that combined
their olefins, polymers and oxygenated chemicals businesses.

The statements in this release relating to matters that are not historical facts
are forward-looking statements that are subject to risks and uncertainties.
Actual results could differ materially, based on factors including, but not
limited to, future economic conditions, availability of the capital markets,
industry production capacity and operating rates, the supply/demand balance for
the products produced by Equistar, competitive products and pricing pressures,
further increases in raw material and/or energy costs, changes in governmental
regulations and other risk factors. For more detailed information about the
factors that could cause actual results to differ materially, please refer to
Equistar's Annual Report on Form 10-K for the year ended December 31, 2000,
filed with the Securities and Exchange Commission in March 2001, and Equistar's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, which will be
filed in August 2001.

For information, contact:
Media - Anne M. Knisely (713) 309-2643
Investors - Patrick Quarles (713) 309-7141