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): April 6, 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

Lyondell Chemical Company ("Lyondell") and CITGO Petroleum Corporation ("CITGO") today announced the signing of a letter of intent to jointly explore the sale of the LYONDELL-CITGO Refining LP ("LCR") partnership which operates a refinery in Houston, Texas, with a crude oil processing capacity of 268,000 barrels per day. The companies also announced the settlement of all disputes between Lyondell, CITGO and Petróleos de Venezuela, S.A., including the litigation concerning the refinery crude supply agreement. The April 6, 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: April 6, 2006

INDEX TO EXHIBITS

Exhibit

Number Description

99.1 Press Release

EX-99.1

Exhibit 99.1

For information, contact:

Media (Lyondell): David A. Harpole, (713) 652-4125

Investors (Lyondell): Douglas J. Pike, (713) 309-4590

Media (CITGO): David McCollum, (832) 486-4260

LYONDELL-CITGO HOUSTON REFINERY OFFERED FOR SALE

HOUSTON (April 6, 2006) -- Lyondell Chemical Company (NYSE:LYO) and CITGO Petroleum Corporation today announced the signing of a letter of intent to jointly explore the sale of the Lyondell-Citgo Refining LP (LCR) partnership which operates a refinery in Houston, Texas, with a crude oil processing capacity of 268,000 barrels per day.

The companies also announced the settlement of all disputes between Lyondell, CITGO and Petróleos de Venezuela, S.A., including the litigation concerning the refinery crude supply agreement. The cash settlement amount was not disclosed.

The demand for refined products in the United States and the lack of available refining capacity has further enhanced the value of full-conversion refineries such as LCR. The Houston refinery has the ability to transform very heavy high-sulfur crude oil into clean fuels including reformulated gasoline and low-sulfur diesel, as well as other high-value products such as jet fuel and aromatics. The refinery is strategically located on the U.S. Gulf Coast with access to interstate pipelines and the Port of Houston.

The companies will move diligently and expeditiously to prepare an offering memorandum and establish a data room for interested bidders. Any sale would be subject to the approval of appropriate governing bodies.

Lyondell-Citgo Refining LP was formed in 1993 as a joint venture between Lyondell Chemical Company and CITGO Petroleum Corporation, an indirect wholly owned subsidiary of Petróleos de Venezuela, S.A., the national oil company of the Bolivarian Republic of Venezuela. In 1997, LCR completed an upgrade of the refinery to process large volumes of very heavy, high sulfur crude oil from Venezuela. Lyondell holds a 58.75 percent interest in LCR and CITGO holds a 41.25 percent interest.

Lyondell Chemical Company, headquartered in Houston, Texas, is North America's third-largest independent, publicly traded chemical company. Lyondell is a major global manufacturer of basic chemicals and derivatives including ethylene, propylene, titanium dioxide, styrene, polyethylene, propylene oxide and acetyls. Lyondell employs approximately 10,000 people worldwide.

CITGO Petroleum Corporation, based in Houston, is a refiner, transporter and marketer of transportation fuels, lubricants, petrochemicals, refined waxes, asphalt and other industrial products. The company is owned by PDV America, Inc., an indirect wholly owned subsidiary of Petróleos de Venezuela, S.A., the national oil company of the Bolivarian Republic of Venezuela.

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SOURCES: Lyondell Chemical Company, CITGO Petroleum Corporation