8-K

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): September 13, 2005

LYONDELL CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-10145 95-4160558

(Commission File Number) (I.R.S. Employer Identification No.)

1221 McKinney Street, Suite 700, Houston, Texas 77010

(Address of principal executive offices) (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))

Item 8.01 Other Events

On September 13, 2005, Millennium America Inc., a wholly owned subsidiary of Millennium Chemicals Inc., which is a wholly owned subsidiary of Lyondell Chemical Company,todayannounced that, as of 5:00 p.m., EDT Time, on Monday, September 12, 2005, a total of approximately $281 million in aggregate principal amount of its 7.00% Senior Notes due 2006 (the "Notes") have been tendered pursuant to its tender offer for up to $350 million principal amount of Notes. The September 13, 2005 press release regarding the matter is being filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

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, General Counsel & Secretary

Date: September 13, 2005

INDEX TO EXHIBITS

Exhibit

Number Description

1. Press Release

EX-99.1

NEWS RELEASE

Exhibit 99.1

For information, contact:

Media -- Lisa M. Martin (713) 309-4890

Investors -- Doug Pike (713) 309-7141

Millennium Announces Results to Date and Pricing

of Cash Tender Offer for its 7.00% Senior Notes Due 2006

HOUSTON, September 13, 2005 -- Millennium America Inc. today announced that, as of 5:00 p.m., EDT Time, on Monday, September 12, 2005 (the "Early Tender Date"), a total of approximately $281 million in aggregate principal amount of its 7.00% Senior Notes due 2006 (the "Notes") have been tendered pursuant to its tender offer (the "Offer") for up to $350 million principal amount of Notes.

The total consideration per $1,000 principal amount of Notes validly tendered on or prior to the Early Tender Date is $1,026.22, of which $30 is the early tender payment. The total consideration for the Notes was determined as of 2:00 p.m. EDT, today by reference to a fixed spread of 75 basis points above the bid-side yield to maturity of the 3-1/2% U.S. Treasury Note due November 15, 2006; the Reference Yield and Offer Yield are 3.842% and 4.592%, respectively. Holders who tender notes after the Early Tender Date will receive the total consideration minus the $30 per $1,000 principal amount early tender payment. In addition, accrued and unpaid interest on the Notes up to, but not including, the settlement date for the Offer, which is expected to be on or about September 27, 2005, will be paid in cash on all validly tendered Notes accepted for purchase.

The Offer will expire at midnight EDT on Monday, September 26, 2005, unless extended or earlier terminated by Millennium. Withdrawal rights with respect to tendered Notes have expired. Accordingly, holders may not withdraw any Notes previously or hereafter tendered, except as contemplated in the Offer.

The complete terms and conditions of the Offer are set forth in the Offer to Purchase dated August 29, 2005, which has been sent to holders of Notes. Holders are urged to read the tender offer documents carefully.

Banc of America Securities is the exclusive dealer manager for the Offer. Questions regarding the Offer may be directed to Banc of America Securities LLC, High Yield Special Products, at 888-292-0070 (U.S. toll-free) and 704-388-4813 (collect). Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the Offer, D.F. King & Co., Inc., at 800-758-5378 (U.S. toll-free) and 212-269-5550 (collect).

This press release is neither an offer to purchase, nor a solicitation for acceptance of an offer to purchase securities. Millennium is making the Offer only by, and pursuant to the terms of, the Offer to Purchase.

Millennium America Inc. is a wholly owned subsidiary of Millennium Chemicals Inc., a major international producer of chemicals including titanium dioxide (TiO2). Millennium Chemicals Inc. is a wholly owned subsidiary of Lyondell Chemical Company (NYSE:LYO).

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Source: Millennium Chemicals Inc.