S-8

As filed with the Securities and Exchange Commission on November 24, 2010

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of Registrant as specified in its charter)

The Netherlands	98-0646235
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Weena 737
3103AM Rotterdam
The Netherlands
31 10 275 5500
(Address, including zip code, and telephone number, including area code of Registrant’s principal executive offices)

LYONDELLBASELL INDUSTRIES N.V. 2010 LONG-TERM INCENTIVE PLAN
(Full titles of the Plans)

Craig B. Glidden
Weena 737
3103AM Rotterdam
The Netherlands
31 10 275 5500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
	(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed
		maximum	Proposed maximum	Amount of
Title of securities	Amount to be	offering price per	aggregate offering	registration
to be registered	registered	share	price	fee
Class A ordinary shares, par value €0.04 per share	9,913,643 (1)	$29.03(2)	$287,793,057(3)	$20,520 (3)

(1)	This Registration Statement also covers an indeterminate amount of additional shares issuable to prevent dilution in the event of stock splits, stock dividends or similar adjustments of the outstanding Class A ordinary shares, as provided in the Plan.
(2)	Represents the average of the high and low prices of the Class A ordinary shares as reported on the New York Stock Exchange on November 23, 2010.
(3)	Computed in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the total registration fee. The aggregate offering price and amount of registration fee have been computed based on the average of the high and low prices of Class A ordinary shares as reported on the New York Stock Exchange on November 23, 2010.

TABLE OF CONTENTS

Part I
	Item 1. Plan Information. *
	Item 2. Registrant Information and Employee Plan Annual Information. *
Part II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
INDEX TO EXHIBITS
EX-5.1
EX-23.1
EX-23.2

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information. *

Item 2. Registrant Information and Employee Plan Annual Information. *

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the “Note” to Part I of Form S-8.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are hereby incorporated by reference into this Registration Statement:

(a)	Registration Statement on Form 10, as amended;
(b)	Quarterly Report on Form 10-Q for the quarter ended September 30, 2010;
(c)	Current Reports on Form 8-K dated November 12, 2010 and November 17, 2010 and Form 8-K/A dated November 24, 2010; and
(b)	The description of the Registrant’s Class A ordinary shares contained in the Registrant’s Registration Statement on Form 10 filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on April 28, 2010, as amended.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all of the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities.

     The class of securities to be offered under this Registration Statement is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers.

     The Registrant assumed certain indemnification obligations for any person who served as a director or officer of its predecessor, LyondellBasell AF S.C.A., and its subsidiaries that were debtors under the joint bankruptcy proceeding under chapter 11 of the U.S. Bankruptcy Code during the period beginning January 6, 2009 (the “Bankruptcy Cases”), subject to certain exceptions. All of the Registrant’s current executive officers and most of its officers will be indemnified pursuant to this assumption under the Plan of Reorganization. Furthermore, pursuant to the Plan of Reorganization, to the extent that indemnification claims relate to acts or omissions prior to the commencement of the Bankruptcy Cases, any individual covered by the assumed indemnification obligations must first demonstrate that he or she has taken all reasonable actions to obtain payment under any applicable insurance policies, and that the insurers under the policies have disclaimed coverage or have informed such individual that the available limits of liability under the applicable policies have been exhausted. The Registrant will only be required to make a payment under the assumed indemnification obligations after the insurance policy has been exhausted or is not otherwise available. With respect to acts or omissions after the commencement of the Bankruptcy Cases and prior to the

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Company’s emergence from chapter 11 proceedings on April 30, 2010, an insurance policy took effect on December 20, 2007 which covers such acts or omissions.

     Article 26 of Chapter XI of the Registrant’s Articles of Association contains mandatory indemnification provisions for the Registrant’s current and former directors and officers as described generally below.

     The Registrant is obligated to indemnify and hold harmless, to the fullest extent permitted by applicable law, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he (or a person or entity for whom he) is or was a member of the Management Board or a member of the Supervisory Board of the Registrant or is or was serving at the registrant’s request as a director, officer, employee or agent of another company or a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans. The Registrant’s indemnification obligation applies to all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred, except that our indemnification does not apply in respect of any claim, issue or matter as to which the person is adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to us, unless and only to the extent that the court in which such action suit or proceeding was brought or any other court having appropriate jurisdiction determines otherwise.

     Expenses (including attorneys’ fees) incurred in defending a proceeding may be paid by the Registrant in advance of the final disposition of such proceeding upon a resolution of the Management Board which will have been approved by the Supervisory Board with respect to the specific case upon receipt of an undertaking by or on behalf of the member of the Management Board, member of the Supervisory Board, director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Registrant.

     The Registrant has entered into indemnification agreements with its current directors and will enter into similar agreements with executive officers and certain officers and employees of LyondellBasell Industries N.V. The Registrant believes that these indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers and as officers and employees of LyondellBasell Industries N.V. The SEC has noted, however, that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

     The Registrant maintains directors’ and officers’ liability insurance coverage.

Item 7. Exemption from Registration Claimed.

     None.

Item 8. Exhibits.

     The following exhibits are filed as part of this Registration Statement:

4.1	-	Amended and Restated Articles of Association (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10/A filed with the Commission on July 26, 2010).
5.1	-	Opinion of Clifford Chance LLP, regarding the legality of the ordinary shares being registered hereunder.
23.1	-	Consent of PricewaterhouseCoopers LLP.
23.2	-	Consent of KPMG Audit S.à r.l.
23.3	-	Consent of Clifford Chance LLP (Included in Exhibit 5.1)
24.1	-	Powers of Attorney (Included on the signature page of this Registration Statement).
99	-	LyondellBasell Industries N.V. 2010 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.13 to the Registrant’s Form 10 filed with the Commission on April 28, 2010).

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Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii)	to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

     (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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POWER OF ATTORNEY

     Know all men by these presents, that each person whose signature appears below constitutes and appoints James L. Gallogly, C. Kent Potter, Craig B. Glidden, and each of them, each of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- or post-effective amendments to this Registration Statement, including without limitation any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Amsterdam, The Netherlands, on the 24th day of November 2010.

LYONDELLBASELL INDUSTRIES N.V.
By:	/s/ James L. Gallogly
	James L. Gallogly
	Managing Director

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on the 24^th day of November 2010.

Signature	Title
/s/ James L. Gallogly	Chief Executive Officer
James L. Gallogly	(Principal Executive Officer)
/s/ C. Kent Potter C. Kent Potter	Executive Vice President and Chief Financial Officer  (Principal Financial Officer)
/s/ Wendy M. Johnson Wendy M. Johnson	Chief Accounting Officer  (Principal Accounting Officer)

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/s/ Milton Carroll Milton Carroll	Director
/s/ Stephen F. Cooper Stephen F. Cooper	Director
/s/ Joshua J. Harris Joshua J. Harris	Director
Scott M. Kleinman	Director
/s/ Marvin O. Schlanger Marvin O. Schlanger	Director and Chairman of the Board
/s/ Jeffrey S. Serota	Director
Jeffrey S. Serota
/s/ Bruce A. Smith Bruce A. Smith	Director
/s/ Rudy M.J. van der Meer	Director
Rudy M.J. van der Meer

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INDEX TO EXHIBITS

4.1	-	Amended and Restated Articles of Association (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10/A filed with the Commission on July 26, 2010).
5.1	-	Opinion of Clifford Chance LLP, regarding the legality of the ordinary shares being registered hereunder.
23.1	-	Consent of PricewaterhouseCoopers LLP.
23.2	-	Consent of KPMG Audit S.à r.l.
23.3	-	Consent of Clifford Chance LLP (Included in Exhibit 5.1)
24.1	-	Powers of Attorney (Included on the signature page of this Registration Statement).
99	-	LyondellBasell Industries N.V. 2010 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.13 to the Registrant’s Form 10 filed with the Commission on April 28, 2010).

EX-5.1

Exhibit 5.1

CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS BELASTINGADVISEURS

DROOGBAK 1A
1013 GE AMSTERDAM
POSTBUS 251
1000 AG AMSTERDAM

TEL +31 20 7119 000
FAX +31 20 7119 999

www.cliffordchance.com

 
 
LyondellBasell Industries N.V.
Weena 737
3013 AM Rotterdam
The Netherlands

Our Ref: 55-40477154
Direct Dial: +31 20 711 9380
E-mail: Tom.deWaard@cliffordchance.com

24 November 2010

Dear Sirs,

LyondellBasell Industries N.V.
Granting of share options

I. Description of transaction / Scope of our role

We have acted as legal counsel (advocaten) in The Netherlands for the purpose of rendering a legal opinion as to certain matters of Netherlands law in connection with the granting by LyondellBasell Industries N.V. with corporate address at Weena 737, 3013 AM Rotterdam, The Netherlands (the “Company”) of an aggregate total of 9,913,643 rights to subscribe for Class A ordinary shares in the capital of the Company, in the form of (i) 8,200,130 share options and (ii) 1,713,513 restricted share units (the “Share Options”).

Headings in this opinion are for ease of reference only and shall not affect the interpretation hereof.

II. Documents examined / Reliance

In arriving at the opinions expressed below, we have examined and relied upon the following documents:

(a)	a copy of the articles of association (statuten) of the Company as they stood prior to their last amendment of 29 April 2010 (the “Old Articles of Association”);
(b)	a faxed copy of the articles of association (statuten) of the Company as they stand since their last amendment on 29 April 2010 (the “Current Articles of Association” and together with the Old Articles of Association, the “Articles of Association”);
(c)	a written resolution of the Company’s management board (raad van bestuur) (the “Management Board”) dated 29 April 2010, in which it was resolved and approved, inter alia, to grant the Share Options (the “Management Board Resolution”);

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(d) a written resolution of the Company’s board of supervisory directors (raad van commissarissen) (the “Supervisory Board”) dated 29 April 2010, in which it was resolved to approve, inter alia, the resolutions set out in the Management Board Resolution as referred to under (c) above (the “Supervisory Board Resolution” and the Supervisory Board Resolution together with the Management Board Resolution, the “Resolutions”);.

III. Assumptions

In examining and in describing the documents listed above and in giving this opinion we have assumed:

(i)	all agreements and documents relating to the granting of the Share Options have been or will be (where appropriate) duly authorised, executed and delivered by all parties thereto (other than the Company) and create valid and legally binding obligations for all such parties (other than the Company) as a matter of applicable law (if other than Netherlands law);
(ii)	that all documents submitted to us and the signatures and initials thereon are genuine and that such signatures are the signatures of the persons purported to have signed such documents and that such persons when signing these documents had legal capacity to do so and that all documents submitted to us as (photo)copies or faxed copies are in conformity with the originals;
(iii)	the due compliance with the laws of any jurisdiction other than those of The Netherlands, in particular with all matters (including, without limitation, the obtaining of the necessary consents, licences, approvals and authorisations, the making of the necessary filings, lodgments, registrations and notifications and the payment of stamp duties and other taxes) under such laws as may relate to or be required in respect of:

(a)	the granting of the Share Options;
(b)	the distribution of any other documents or information in relation to the Company issued in connection or simultaneously with the granting of the Share Options, or any other offer documents used from time to time; or

(iv) that the granting of the Share Options and the performance of the transactions contemplated thereby are in the corporate interest of the Company, that the Management Board and the Supervisory Board, in resolving to grant the Share Options, acted bona fide, in the corporate interest of the Company and in accordance with the principles of reasonableness and fairness (redelijkheid en billijkheid);

(v) that the Resolutions have all been made with due observance of the provisions of the Articles of Association, the Company’s rules of the Management Board (Reglement Raad van Bestuur) and the Company’s rules of the Supervisory Board (Reglement Raad van Commissarissen) relating to the convening of meetings and the adoption of resolutions;

(vi) that the Resolutions remain in full force and effect and unaltered, that all factual statements made and all confirmations given therein were true, complete and accurate when given and remain true, complete and accurate as at the date hereof;

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(vii)

that as at the date hereof, no rights to subscribe for ordinary shares in the share capital in the Company (the “Ordinary Shares”), nor any rights to convert securities into Ordinary Shares are outstanding, to the extent that as a result of the exercise of such rights the Company’s authorised share capital (maatschappelijk kapitaal) as included the Current Articles of Association, would not provide sufficient headroom for the granting of the Share Options;

IV.

Scope of our review / Matters excluded

We express no opinion:

(i)	as to any law other than the laws of The Netherlands in force as at the date hereof as applied and interpreted according to present published case-law of the Netherlands courts, administrative rulings and authoritative literature;
(ii)	that the future or continued performance of any of the Company’s obligations or the consummation of the transactions contemplated by the granting of the Share Options will not contravene such laws, application or interpretation if altered in the future;
(iii)	except as explicitly stated below, on international law, including (without limitation) the rules of or promulgated under or by any bi- or multilateral treaty or treaty organisation (unless implemented into the laws of or directly applicable in The Netherlands) or on any anti-trust, data protection, market abuse or competition laws;
(iv)	with regard to the effect of any systems of law (other than the laws of The Netherlands) even in cases where, under Netherlands law, any foreign law would be applicable and we assume that any applicable law (other than Netherlands law) would not affect or qualify our opinion as set out below;
(v)	with regard to the contents of any publications published in connection with the granting of the Share Options;
(vi)	on the tax laws of The Netherlands;
(vii)	on any commercial, accounting, capital adequacy or other non-legal matters; or

We have reviewed the documents listed above, for the purposes of this legal opinion, we have not examined any contracts, instruments or other documents entered into by or affecting the Company or any corporate records of the Company and we have not undertaken any factual investigations or made any other enquiries or searches concerning the Company and we have otherwise assumed the following matters which cannot be determined by making enquiries with public registers or Dutch courts that:

(a)	no resolution has been passed approving a voluntary winding-up, a statutory merger (juridische fusie) or a de-merger (splitsing) of the Company (where, in either of the latter cases, the Company would be the disappearing entity);
(b)	no petition has been presented to a court for the bankruptcy (faillissement), dissolution (ontbinding en vereffening) or moratorium of payments (surseance van betaling) of the Company;

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(c) no receiver, trustee, administrator or similar officer has been appointed in respect of the Company or any of its assets; and

(d) the Company has its centre of main interest (as such term is described in Article 3(1) of Council Regulation (EC) No. 1346/2000 of 29 May, 2000 on Insolvency Proceedings (the “EU Insolvency Regulation”)), in The Netherlands and none of the insolvency procedures listed in respectively Annex A and Annex B to the EU Insolvency Regulation (the “EU Insolvency Procedures”) has been declared applicable to the Company by a court in one of the member states of the EU (with the exception of Denmark), other than The Netherlands.

Although not constituting conclusive evidence, certain of the matters referred to in (a) through (d) above are confirmed in the Management Board Resolution.

Where an assumption is stated to be made in this opinion, we have not made any investigation (except where explicitly stated otherwise) with respect to the matters that are the subject of such assumption and we express no views as to such matters.

V. Opinion

Based upon and subject to the foregoing and to the further qualifications set out below and subject to any factual matters, documents or events not disclosed to us by the parties concerned, having regard to the legal considerations relevant to this legal opinion, we are of the opinion that:

1.	Granting of Share Options
	The Share Options have been validly granted. The granting of the Share Options is not, and will not be, subject to any pre-emptive or similar rights.
2.	Exercise of Share Options
	If and when the Share Options will be exercised in accordance with their terms and conditions and when issued and paid-up in accordance with the Articles of Association, the corresponding new class A shares will have been validly issued.
3.	Authorisations, Consents and Approvals
	No authorisations, consents or approvals of and no licence or order of any court, governmental agency or body of The Netherlands are required under the laws and regulations of The Netherlands for (or in connection with) the granting of the Share Options by the Company in The Netherlands.
4.	Conflict with Laws or Articles of Association
	In themselves, the granting of the Share Options by the Company does not conflict or will conflict with or result in a breach or violation of any provision of (or constitute a breach of or default under):

(i) the Articles of Association; or

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(ii) any law or generally applicable regulation of The Netherlands to which the Company is subject,

	which would make the granting of the Share Options, or parts thereof, null and void or subject to avoidance or nullification in The Netherlands.
VI.	Qualifications

The opinion expressed above is subject to the following qualifications:

(A) to the extent that the laws of The Netherlands are applicable:

(a)	the provision that the holder of a security will be treated as its absolute owner may not be enforceable under all circumstances, such as but not limited to, error (dwaling) or deceit (bedrog); and
(b)	title to any Share Options would pass upon delivery (levering) within the meaning of Netherlands law thereof, provided that (i) the transferor is the owner of such Share Options with power to pass on title (beschikkingsbevoegdheid) or may reasonably be held by the transferee to be the owner and (ii) the transfer is made pursuant to a valid agreement of transfer (geldige titel);

	as far as (a) and (b) are concerned the courts of The Netherlands may apply the laws of another jurisdiction, if questions of title to a security are submitted to them;
(B)	under Dutch law, each power of attorney or mandate, whether or not irrevocable, granted by the Company, will terminate by operation of law and without notice upon its bankruptcy (faillissement) of the Company and can only be effectively exercised with the co-operation of the court-appointed administrator (bewindvoerder) in the event of the Company being granted a (preliminary) moratorium of payments ((voorlopige) surseance van betaling);
(C)	if any holder of a Share Option is controlled by or otherwise connected with a person, organisation or country, which is currently the subject of United Nations, European Community or Netherlands sanctions, implemented, effective or sanctioned in The Netherlands under the Sanctions Act 1977 (Sanctiewet 1977), the Import and Export Act (In- en Uitvoerwet), the Economic Offences Act (Wet Economische Delicten) or the FSA, or is otherwise the target of any such sanctions, the obligations of the Company to that party may be unenforceable, void or otherwise affected; and
(D)	in issuing this opinion we do not assume any obligation to notify or to inform you of any developments subsequent to its date that might render its contents untrue or inaccurate in whole or in part at such time.
VII.	Reliance

This opinion:

(a) expresses and describes Dutch legal concepts in English and not in their original Dutch terms; consequently this opinion is issued and may only be relied upon on the express condition that it shall be governed by and that all words and expressions used herein shall be construed and interpreted in accordance with the laws of The Netherlands;

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(b)	speaks as of 10:27 hours a.m. CET on the date stated above;
(c)	is addressed to you and is solely for your benefit;
(d)	is strictly limited to the matters set forth herein and no opinion may be inferred or implied beyond that expressly stated herein;
(e)	may not be relied upon by or disclosed to any other person, company, enterprise or institution, except that we hereby consent to (i) the disclosure of this opinion to Computershare as the Company’s transfer agent and (ii) the filing of this opinion as an exhibit to the registration statement of the Form S-8 of the Company filed with the United Stated Securities and Exchange Commission (“SEC”) and to the references to us in the registration statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under the Securities Act of 1933, as amended, or the rules and regulation of the SEC thereunder.

Yours faithfully,

/s/ T. de Waard

T. de Waard
Clifford Chance LLP

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-8 of our report dated February 28, 2010, except for footnote (a) to Note 29 as to which the date is August 20, 2010 relating to the financial statements of LyondellBasell Industries AF S.C.A., our report dated March 27, 2008, except for Notes 1 and 4, as to which the date is November 12, 2008, and Note 19 and the second paragraph of our opinion, as to which the date is February 28, 2010 relating to the financial statements of Lyondell Chemical Company (Successor) and our report dated March 27, 2008, except for Notes 1 and 4 as to which the date is November 12, 2008 relating to the financial statements of Lyondell Chemical Company (Predecessor) which appear in such Registration Statement. We also consent to the reference to us as experts under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.

November 24, 2010

PricewaterhouseCoopers LLP, 1201 Louisiana, Suite 2900, Houston, TX 77002-5678
T: (713) 356 4000, F: (713) 356 4717, www.pwc.com/us

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

To the Board of Managers of LyondellBasell Industries AF S.C.A.:

We consent to the use of our report dated March 30, 2008, except for Note 29 Segment and Related Information to which the date is February 28, 2010, with respect to the consolidated statements of income, stockholders’ equity, and cash flows of LyondellBasell Industries AF S.C.A. (formerly Basell AF S.C.A.) and subsidiaries for the year ended December 31, 2007,incorporated by reference herein. Our audit report states that we did not audit the consolidated financial statements of Lyondell Chemical Company, a wholly-owned subsidiary, and subsidiaries (“Lyondell”), which statements reflect total assets constituting 69 percent and total revenues constituting 5 percent, after elimination of intercompany balances and sales, in 2007 of the related consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Lyondell, is based solely on the report of the other auditors.

/s/ KPMG Audit S.àr.l

City of Luxembourg, Luxembourg

November 24, 2010