SECURITIES AND EXCHANGE COMMISSION
                                        
                                WASHINGTON, D.C.

                                    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):  JUNE 6, 1994.
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                        LYONDELL PETROCHEMICAL COMPANY
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            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          DELAWARE                    1-10145                 95-4160558
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(STATE OR OTHER JURISDICTION        (COMMISSION              (IRS EMPLOYER
     OF INCORPORATION)              FILE NUMBER)            IDENTIFICATION NO.)


        1221 MCKINNEY STREET, SUITE 1600, HOUSTON, TEXAS         77010
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          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICERS)            (ZIP CODE)


    REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE      (713) 652-7200
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                                NOT APPLICABLE
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         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

 
 ITEM 5.  OTHER EVENTS.

The Company has determined that in April 1993 and April 1994 the Company filed
reports with Texas Natural Resource Conservation Commission (the "TNRCC") that
may have been incorrect or incomplete regarding the characterization of two
process waste water streams at the Company's Channelview petrochemical complex
(the "Channelview Complex") with respect to the Benzene National Emission
Standards for Hazardous Air Pollutants ("NESHAPS") regulations regarding air
emissions. The Benzene NESHAPS regulations, which became effective in April
1993, generally require that steps be taken to control potential air emissions
of Benzene. The waste water streams, which contain trace amounts of Benzene
dissolved in the water, have consistently been treated at the Channelview
Complex's water treatment facility before discharge in accordance with
applicable permits. The Company's monitoring systems indicate that the streams
have not in the past, and do not currently, pose any danger to the Company's
employees or to the community. The Company has notified appropriate state and
federal agencies as to the potentially incorrect or incomplete reports and the
compliance status of the two waste water streams. The Company has already taken
action to assure compliance of one of the streams with the Benzene NESHAPS
regulations and the Company is taking action to assure compliance of the other
stream shortly. The Company expects that the capital costs incurred in assuring
compliance of the two streams with the Benzene NESHAPS regulations will be
approximately $1,000,000.

While the Company was in the process of taking steps to assure compliance of
the waste water streams, on and after May 20, 1994, a senior employee in the
Company's legal department made several written and oral statements to the
Company's executive management and the Board of Directors (the "Board") with
respect to the compliance status of the two process waste water streams and the
related reports. The employee also made a number of statements regarding alleged
conduct by the Company's management with respect to compliance with
environmental laws that could, if true, give rise to substantial civil and
criminal exposures, as well as allegations regarding the commitment of the
Company's management to compliance with applicable environmental laws and the
general effectiveness of the Company's environmental compliance processes.

The Company's stated policy is to comply with all government laws and 
regulations and to operate with the highest degree of integrity. Over the past 
three years, Lyondell has spent approximately $117 million on environmental 
compliance projects, including approximately $55 million to develop and 
implement a Benzene NESHAPS compliance program. In order to address, in the 
most responsible fashion, the employee's allegations, the Board has authorized 
the Audit Committee of the Board (the "Audit Committee"), which is composed of 
the four directors of the Company who are not affiliated with either the Company
or Atlantic Richfield Company, to conduct a complete independent investigation



into why the two waste water streams were not included in the Company's Benzene 
NESHAPS compliance project, as well as into all other issues raised by the 
employee's statements.

The Audit Committee and its independent legal counsel have not completed the 
investigation. Therefore, at this time the Company cannot estimate the impact, 
if any, that may result from enforcement action, if any, related to the 
allegations, the Benzene NESHAPS compliance issues, the related reports or any 
other issues that maybe raised in connection with the independent investigation.
Nevertheless, management does not believe that any aspect of the matters 
described above will individually, or in the aggregate, have a material adverse 
effect on the Company's business or financial condition.

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                                   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.

Dated:  June 6, 1994                           LYONDELL PETROCHEMICAL COMPANY


                                               By: JOSEPH M. PUTZ
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                                                   Joseph M. Putz
                                                   Vice President and Controller
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