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 16, 2004

Equistar Chemicals, LP

(Exact name of registrant as specified in its charter)

Delaware	333-76473	76-0550481
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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.

On August 16, 2004 Equistar Chemicals, LP (“Equistar”) announced that it has resumed making distributions to its owners, distributing a total of $100 million to Lyondell Chemical Company (“Lyondell”) and Millennium Chemicals Inc. (“Millennium”). Lyondell owns a 70.5% interest in Equistar, and Millennium owns the remaining 29.5% interest. Equistar’s August 16, 2004 press release regarding the distributions is being filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release

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/ Charles L. Hall
	Charles L. Hall
	Vice President, Controller and Chief Accounting Officer

Date: August 16, 2004

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release

EX-99.1

Exhibit 99.1

News Release Equistar Chemicals, LP One Houston Center 1221 McKinney, Suite 1600 P.O. Box 3646 Houston, Texas 77253-3646 (713) 652-7300

For information contact:	FOR IMMEDIATE RELEASE
Doug Pike (713) 309-7141
Susan Moore (713) 652-4645

Equistar Resumes Distributions to Owners

HOUSTON, August 16, 2004 – Equistar Chemicals, LP today resumed making distributions to its owners, distributing a total of $100 million to Lyondell Chemical Company (NYSE:LYO) and Millennium Chemicals Inc. (NYSE:MCH). Lyondell owns a 70.5 percent interest in Equistar, and Millennium owns the remaining 29.5 percent interest.

“We are pleased that in this early phase of the cyclical recovery improved business conditions have positioned Equistar to return to its policy of distributing excess cash to its owners,” said Dan F. Smith, Chief Executive Officer of Equistar.

# # #

Equistar Chemicals, LP, headquartered in Houston, Texas, is a joint venture between Lyondell Chemical Company and Millennium Chemicals Inc. and combines their olefins, polymers and oxygenated chemicals businesses. Equistar is one of the world’s largest producers of ethylene, propylene and polyethylene and a leading producer of ethylene oxide, ethylene glycol, specialty polymers, wire and cable resins, and polyolefin powders. Equistar was formed in December 1997 and has 16 manufacturing sites located primarily along the U.S. Gulf Coast and in the Midwest.