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): March 1, 2006

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):

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

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

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

[ ] 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 March 1, 2006, Millennium America Inc. ("Millennium America"), a wholly owned subsidiary of Millennium Chemicals Inc.,which is a wholly owned subsidiary of Lyondell Chemical Company,announced the completion of its cash tender offer for any and all of its 7.00% Senior Notes due 2006. The March 1, 2006 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: March 1, 2006

INDEX TO EXHIBITS

Exhibit

Number Description

99.1 Press Release

EX-99.1

Exhibit 99.1

For information, contact:

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

Investors -- Doug Pike (713) 309-7141

MILLENNIUM COMPLETES TENDER OFFER
FOR ITS 7% SENIOR NOTES DUE 2006

HOUSTON, March 1, 2006 -- Millennium America Inc. announced today the completion of its cash tender offer for any and all of its 7.00% Senior Notes due 2006 ("Notes").

The offer expired at 12:00 midnight EST on Tuesday, February 28, 2006, with $148,558,000 in aggregate principal amount of Notes (approximately 93.9% of outstanding Notes) tendered and accepted for purchase under the terms of the offer and an aggregate principal amount of $9,735,000 (approximately 6.1% of Notes) remaining outstanding.

Banc of America Securities LLC served as the exclusive dealer manager for the offer.

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).

Source: Millennium Chemicals Inc.