UNITED STATES

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): December 6, 2007

LYONDELL CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-10145 (Commission File Number)	95-4160558 (I.R.S. Employer Identification No.)
1221 McKinney Street, Suite 700, Houston, Texas (Address of principal executive offices)	77010 (Zip Code)

(713) 652-7200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The descriptions set forth below are qualified in their entirety by the full text of the documents to which they refer, which documents are filed herewith.

Item 3.03 Material Modification to Rights of Security Holders

On December 6, 2007, Lyondell Chemical Company (“Lyondell”) announced that, as of 5:00 p.m. EST on December 5, 2007, the following notes have been tendered pursuant to the previously announced cash tender offers and consent solicitations:

CUSIP Number	Percentage of Outstanding Principal Amount Tendered	Security Description
552078AV9	99.76%	10.500% Senior Secured Notes due 2013
552078AW7	99.67%	8.000% Senior Notes due 2014
552078AX5	99.85%	8.250% Senior Notes due 2016
552078AY3	99.99%	6.875% Senior Notes due 2017

The amount tendered constitutes a majority in principal amount of each of the outstanding notes described above.  Thus, amendments to the Indentures governing each of the notes described above, each among Lyondell, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, have been approved.  The amendments include the elimination of substantially all of the restrictive covenants, certain provisions related to consolidation, merger and the sale of assets and certain events of default.  Upon Lyondell accepting for purchase at least a majority in aggregate principal amount of the applicable notes outstanding, each of the Supplemental Indentures effecting the amendments will become operative.  The Supplemental Indentures are being filed with this Current Report on Form 8-K as exhibits.

The press release regarding these matters is being filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01                      Financial Statements and Exhibits

(d)   Exhibits.

4.15(f)	Fifth Supplemental Indenture dated as of December 6, 2007 among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, for 10.5% Senior Secured Notes due 2013
4.8(c)	Third Supplemental Indenture dated December 6, 2007 among Lyondell Chemical Company, and The Bank of New York as Trustee for 8% Senior Unsecured Notes due 2014
4.11(c)	Third Supplemental Indenture dated December 6, 2007 among Lyondell Chemical Company, and The Bank of New York as Trustee for 8.25% Senior Unsecured Notes due 2016
4.27(c)	Second Supplemental Indenture dated as of December 6, 2007 among Lyondell Chemical Company, the Subsidiary Guarantors party thereto, and The Bank of New York as Trustee for 6.875% Senior Unsecured Notes due 2017
99.1	Press Release

SIGNATURE

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.

LYONDELL CHEMICAL COMPANY

By:/s/ Kerry A. Galvin

Name:     Kerry A. Galvin

Title:       Senior Vice President and

General Counsel

Date:  December 6, 2007

INDEX TO EXHIBITS

Exhibit

Number                                Description

4.15(f)	Fifth Supplemental Indenture dated as of December 6, 2007 among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, for 10.5% Senior Secured Notes due 2013
4.8(c)	Third Supplemental Indenture dated December 6, 2007 among Lyondell Chemical Company, and The Bank of New York as Trustee for 8% Senior Unsecured Notes due 2014
4.11(c)	Third Supplemental Indenture dated December 6, 2007 among Lyondell Chemical Company, and The Bank of New York as Trustee for 8.25% Senior Unsecured Notes due 2016
4.27(c)	Second Supplemental Indenture dated as of December 6, 2007 among Lyondell Chemical Company, the Subsidiary Guarantors party thereto, and The Bank of New York as Trustee for 6.875% Senior Unsecured Notes due 2017
99.1	Press Release