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): May 2, 2007

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))

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 May 2, 2007, Lyondell Chemical Company ("Lyondell") announced that as of 5:00 p.m. EDT on May 1, 2007, it has received consents from holders constituting a majority in principal amount of its outstanding 10.5% Senior Secured Notes due 2013 (the "2013 Notes") pursuant to its previously announced consent solicitation. Thus, the amendment to the Indenture governing the 2013 Notes has been approved. The Indenture governing the 2013 Notes among Lyondell, the subsidiary guarantors party thereto, and The Bank of New York as Trustee previously required Lyondell to refinance subordinated debt with new subordinated debt. The Supplemental Indenture permits the refinancing of subordinated debt with senior debt. The Supplemental Indenture became effective on May 2, 2007 and is being filed with this Current Report on Form 8-K as Exhibit 4.15(d).

Lyondell also announced that, as of 5:00 p.m. EDT on May 1, 2007, approximately $270 million in aggregate principal amount of its 11.125% Senior Secured Notes due 2012 (the "2012 Notes"), representing approximately 97% of the outstanding principal amount of the 2012 Notes, have been tendered pursuant to its previously announced cash tender offer and consent solicitation. The amount tendered constitutes a majority in principal amount of the outstanding 2012 Notes. Thus, amendments to the Indenture governing the 2012 Notes 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 the restrictive covenants, certain events of default and certain other provisions. The Supplemental Indenture became effective on May 2, 2007 and is being filed with this Current Report on Form 8-K as Exhibit 4.12(d).

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

1. Exhibits

4.12(d) Third Supplemental Indenture dated as of May 2, 2007 among Lyondell Chemical Company, the Subsidiary Guarantors party thereto, and The Bank of New York as Trustee for 11.125% Senior Secured Notes due 2012

4.15(d) Third Supplemental Indenture dated as of May 2, 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

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: May 2, 2007

INDEX TO EXHIBITS

Exhibit

Number Description

4.12(d) Third Supplemental Indenture dated as of May 2, 2007 among Lyondell Chemical Company, the Subsidiary Guarantors party thereto, and The Bank of New York as Trustee for 11.125% Senior Secured Notes due 2012

4.15(d) Third Supplemental Indenture dated as of May 2, 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

99.1 Press Release

EX-4.12(D)

Exhibit 4.12(d)

THIRD SUPPLEMENTAL INDENTURE dated as of May 2, 2007 among

LYONDELL CHEMICAL COMPANY, as Company

and

THE BANK OF NEW YORK, as Trustee

__________________________

11 % Senior Secured Notes due 2012

     THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of May 2, 2007, among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

RECITALS

     WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of July 2, 2002, as amended, supplemented or otherwise modified to date (the “Indenture”), relating to the Company’s 11 % Senior Secured Notes due 2012 (the “Notes”);

     WHEREAS, Section 9.02 of the Indenture provides that, subject to certain conditions, Lyondell, the Trustee and any Subsidiary Guarantor may amend or supplement the Indenture with the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes; and

     WHEREAS, pursuant to Lyondell’s Offer to Purchase and Consent Solicitation Statement dated April 18, 2007, the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes has been obtained to amend Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.13, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21, 4.23, 5.01, 5.03 and 6.01 of the Indenture as set forth below.

     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows:

AGREEMENT

SECTION ONE

1.1	Capitalized terms used herein and not otherwise defined herein have the respective meanings assigned to such terms in the Indenture.
1.2	The Trustee makes no representations as to the validity or sufficiency of this
	Supplemental Indenture. The recital contained in the third paragraph of the recitals herein is deemed to be that of the Company.

SECTION TWO

2.1      Section 4.04 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.2      Section 4.05 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

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2.3      Section 4.06 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.4      Section 4.07 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.5      Section 4.08 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.6 Section 4.09 of the Indenture shall be amended to read in its entirety as follows:

Section 4.09. Limitation on Sales of Assets. (a) [Intentionally Omitted].

     (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option:

     (i) to permanently repay Senior Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; provided that, so long as the provisions of Section 4.12 are in effect, only (A) repayment of Senior Indebtedness incurred under the Existing Credit Facility (but not any refinancing thereof other than a credit facility with commercial banks and other lenders) or (B) if a Restricted Subsidiary that is not a Subsidiary Guarantor has consummated the Asset Sale, repayment of Indebtedness of such Restricted Subsidiary (with a corresponding reduction in commitments with respect thereto in the case of revolving borrowings), shall constitute a repayment of Indebtedness permitted pursuant to this clause (i); or

     (ii) to acquire a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in another business or, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business (or enter into a binding commitment for any such expenditure or acquisition); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the expenditure or acquisition contemplated by

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such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (i) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time;

provided that, so long as the provisions of Section 4.12 are in effect, the Company may not apply Net Proceeds of a Significant Asset Sale pursuant to clause (ii) above to satisfy its obligations to apply such proceeds pursuant to this paragraph except to the extent that the provisions of the Existing Credit Facility (but not any refinancing thereof other than a credit facility with commercial banks and other lenders) require a mandatory prepayment from such proceeds but the requisite lenders thereunder have waived such mandatory prepayment.

     Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Existing Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this Section 4.09(b) will be deemed to constitute “Excess Proceeds.”

     (c) When the aggregate amount of Excess Proceeds exceeds $25 million, the Company will be required to make an offer to all Holders of Notes (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and, (x) if the Company is required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness, and (y) if the Company elects to do so, any Existing ARCO Chemical Debt, on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth herein.

     To the extent that the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offer is less than the Excess Proceeds, the Company may, subject to the other terms of the Indenture, use any remaining Excess Proceeds for general corporate purposes.

     If the aggregate principal amount of Notes surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis.

     Upon completion of the offer to purchase made under the Indenture, the amount of Excess Proceeds shall be reset at zero.

(d) [Intentionally Omitted].

2.7      Section 4.10 of the Indenture shall be deleted in its entirety and replaced by the following:

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[Intentionally Omitted].

2.8      Section 4.13 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.9      Section 4.15 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.10      Section 4.16 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.11      Section 4.17 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.12      Section 4.19 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.13      Section 4.20 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.14      Section 4.21 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.15      Section 4.23 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.16 Section 5.01 of the Indenture shall be amended to read in its entirety as follows:

Section 5.01. Consolidation, Merger or Sale of Assets by the Company. (a) The

Company may not consolidate or merge with or into (whether or not the Company is the

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surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless:

     (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia;

     (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee;

(iii)	[Intentionally Omitted]; and
(iv)	[Intentionally Omitted].

	(b)	The Company will not lease all or substantially all its assets to another
	Person.
2.17	Section 5.03 of the Indenture shall be amended to read in its entirety as follows:
	Section 5.03. Consolidation, Merger or Sale of Assets by a Subsidiary Guarantor.
	(a) No Subsidiary Guarantor may consolidate with or merge with or into (whether or not
	such Subsidiary Guarantor is the surviving Person), another corporation, Person or entity
	whether or not affiliated with such Subsidiary Guarantor unless:
		(i)	subject to the provisions of Section 5.03(b) below, the Person
	formed by or surviving any such consolidation or merger (if other than the
	Company or such Subsidiary Guarantor) assumes all the obligations of such
	Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance
	reasonably satisfactory to the Trustee, under the Notes;

(ii)	[Intentionally Omitted]; and
(iii)	[Intentionally Omitted].

     All the Subsidiary Guarantees issued pursuant to clause (i) above shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Subsidiary Guarantees had been issued at the date of the execution hereof.

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     (b) (i) The requirements of clauses (i) and (iii) of Section 5.03(a) will not apply in the case of a consolidation with or merger with or into the Company and the requirements of clause (iii) of Section 5.03(a) will not apply in the case of a consolidation with or merger with or into another Subsidiary Guarantor.

     (ii) In the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all the Capital Stock of any Subsidiary Guarantor to any Person that is not an Affiliate of the Company permitted by the applicable provisions of the Indenture, such Subsidiary Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture.

2.18 Section 6.01 of the Indenture shall be amended to read in its entirety as follows:

     Section 6.01. Events of Default. Each of the following constitutes an “Event of Default”:

     (a) a default in the payment of interest on the Notes when due, which has continued for 30 days;

     (b) a default in the payment when due of principal of or premium on, any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

     (c) the failure by the Company to comply with its obligations under Article 5, Section 4.09, or Section 4.14;

(d) [Intentionally Omitted];

(e) [Intentionally Omitted];

(f) [Intentionally Omitted];

(g) [Intentionally Omitted];

(h) [Intentionally Omitted];

(i) [Intentionally Omitted]; or

(j) [Intentionally Omitted].

2.19 Deletion of Certain Definitions. Notwithstanding any provision in the Indenture to the contrary, the definition in the Indenture of each capitalized term that occurs only within sections of the Indenture that are intentionally omitted pursuant to this Supplemental Indenture (the “Indenture Deleted Provisions”), as in effect prior to the execution of this Supplemental Indenture, shall be of no further force or effect.

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2.20 Deletion of Certain Cross-References. Notwithstanding any provision in the Indenture to the contrary, each cross-reference to the Indenture Deleted Provisions, as in effect prior to the execution of this Supplemental Indenture, shall be of no further force or effect.

SECTION THREE

     This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

SECTION FOUR

     This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

SECTION FIVE

     This Supplemental Indenture is an amendment supplemental to the Indenture. The Indenture and this Supplemental Indenture shall henceforth be read together.

**Remainder of this page intentionally left blank.**

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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Supplemental Indenture or have caused this Supplemental Indenture to be duly executed on their respective behalf by their respective officers thereunto duly authorized, as of the day and year first written above.

LYONDELL CHEMICAL COMPANY, as
Company

By: /s/ Karen A. Twitchell______________
Name: Karen A. Twitchell
Title: Vice President and Treasurer

THE BANK OF NEW YORK, as Trustee

By: /s/ Robert A. Massimillo____________
Name: Robert A. Massimillo
Title: Vice President

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EX-4.15(D)

Exhibit 4.15(d)

THIRD SUPPLEMENTAL INDENTURE dated as of May 2, 2007 among

LYONDELL CHEMICAL COMPANY, as Company

and

THE BANK OF NEW YORK, as Trustee

__________________________

10 ½% Senior Secured Notes due 2013

     THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of May 2, 2007, among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

RECITALS

     WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of May 20, 2003, as amended, supplemented or otherwise modified to date (the “Indenture”), relating to the Company’s 10 ½% Senior Secured Notes due 2013 (the “Notes”);

     WHEREAS, Section 9.02 of the Indenture provides that, subject to certain conditions, Lyondell, the Trustee and any Subsidiary Guarantor may amend or supplement the Indenture with the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes; and

     WHEREAS, pursuant to Lyondell’s Consent Solicitation Statement dated April 18, 2007, the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes has been obtained to amend the definition of “Permitted Refinancing” as set forth below.

     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows:

AGREEMENT

SECTION ONE

1.1	Capitalized terms used herein and not otherwise defined herein have the respective meanings assigned to such terms in the Indenture.
1.2	The Trustee makes no representations as to the validity or sufficiency of this
	Supplemental Indenture. The recital contained in the third paragraph of the recitals herein is deemed to be that of the Company.

SECTION TWO

     The definition of “Permitted Refinancing” in Section 1.01 of the Indenture shall be deleted in its entirety and replaced by the following:

     “Permitted Refinancing” means any Indebtedness of the Company or any of its Subsidiaries or Preferred Stock of a Finance Subsidiary issued in exchange for, or the net proceeds of which are used within 45 days solely to extend, refinance, renew, replace, defease or refund, other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that:

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     (i) the principal amount (or liquidation preference in the case of Preferred Stock) of such Permitted Refinancing (or if such Permitted Refinancing is issued at a discount, the initial issuance price of such Permitted Refinancing) does not exceed the principal amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of any premiums paid and reasonable expenses incurred in connection therewith);

     (ii) such Permitted Refinancing or, in the case of Preferred Stock of a Finance Subsidiary, the Indebtedness issued to such Finance Subsidiary, has a Stated Maturity date later than the Stated Maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

     (iii) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated by its terms in right of payment to the Notes or the Subsidiary Guarantees, such Permitted Refinancing, or, in the case of Preferred Stock, the Indebtedness issued to such Finance Subsidiary, has a Stated Maturity date later than the Stated Maturity date of, and is subordinated in right of payment to, the Notes on subordination terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded (provided that in the case of a Permitted Refinancing of the Senior Subordinated Notes pursuant to Section 4.07(b)(v), such Permitted Refinancing need not comply with such subordination requirements);

     (iv) such Indebtedness is incurred by the Company or a Subsidiary Guarantor (or such Preferred Stock is issued by a Finance Subsidiary) if the Company or a Subsidiary Guarantor is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

     (v) such Indebtedness is incurred by the Company or a Restricted Subsidiary (or such Preferred Stock is issued by a Finance Subsidiary) if a Restricted Subsidiary that is not a Subsidiary Guarantor is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

SECTION THREE

     This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

SECTION FOUR

     This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

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SECTION FIVE

     This Supplemental Indenture is an amendment supplemental to the Indenture. The Indenture and this Supplemental Indenture shall henceforth be read together.

**Remainder of this page intentionally left blank.**

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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Supplemental Indenture or have caused this Supplemental Indenture to be duly executed on their respective behalf by their respective officers thereunto duly authorized, as of the day and year first written above.

LYONDELL CHEMICAL COMPANY, as
Company

By: /s/ Karen A. Twitchell______________
Name: Karen A. Twitchell
Title: Vice President and Treasurer

THE BANK OF NEW YORK, as Trustee

By: /s/ Robert A. Massimillo____________
Name: Robert A. Massimillo
Title: Vice President

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EX-99.1

Exhibit 99.1

For information, contact:

Media - Susan P. Moore (713) 652-4645

Investors - Douglas J. Pike (713) 309-7141

Lyondell Announces Results of the Consent Solicitation for its 10.5 Percent Senior Secured Notes Due 2013 and Results to Date and Pricing of the Cash Tender Offer and Consent Solicitation for Its 11.125 Percent Senior Secured Notes Due 2012

HOUSTON (May 2, 2007) - Lyondell Chemical Company (NYSE: LYO) today announced that as of 5:00 p.m. EDT on May 1, 2007 (the "Consent Expiration Date"), it has received consents from holders constituting a majority in principal amount of its outstanding 10.5 percent Senior Secured Notes due 2013 (the "2013 Notes") pursuant to its previously announced consent solicitation (the "2013 Consent Solicitation") and thus the amendment to the indenture governing the 2013 Notes has been approved. The supplemental indenture effecting the proposed amendment, as described in the Consent Solicitation Statement dated April 18, 2007, has been executed and has become effective. Lyondell will pay, as promptly as practicable, a fee for consents of $2.50 per $1,000 principal amount of the 2013 Notes validly delivered and not validly revoked prior to the Consent Expiration Date.

The 2012 Tender Offer and the 2012 Consent Solicitation

Lyondell also announced that, as of 5:00 p.m. EDT on Tuesday May 1, 2007 (the "Consent Payment Deadline"), approximately $270 million in aggregate principal amount of its 11.125 percent Senior Secured Notes due 2012 (the "2012 Notes"), representing approximately 97 percent of the outstanding principal amount of the 2012 Notes, have been tendered pursuant to its previously announced cash tender offer (the "2012 Offer") and consent solicitation (the "2012 Consent Solicitation"). The amount tendered constitutes a majority in principal amount of the outstanding 2012 Notes and thus amendments to the indenture governing the 2012 Notes have been approved. The supplemental indenture effecting the proposed amendments, as described in the Offer to Purchase and Consent Solicitation Statement dated April 18, 2007 (the "Offer and Consent Statement"), has been executed and has become effective.

The 2012 Offer will expire at midnight EDT on Tuesday, May 15, 2007, unless extended or earlier terminated (the "Tender Expiration Date"). Withdrawal rights with respect to tendered 2012 Notes have expired. Accordingly, holders may not withdraw any 2012 Notes previously or hereafter tendered, except as contemplated in the 2012 Offer.

The total consideration per $1,000 principal amount of the 2012 Notes validly tendered on or prior to the Consent Payment Deadline is $1,066.11, of which $30 is the consent payment. The total consideration for the 2012 Notes was determined as of 2:00 p.m. EDT on May 1, 2007, by reference to a fixed spread of 50 basis points above the bid-side yield to maturity of the 3.625 percent U.S. Treasury Note due June 30, 2007; the reference yield and offer yield are 4.918 percent and 5.418 percent, respectively. Holders whose 2012 Notes are validly tendered after the Consent Payment Deadline and on or prior to the Tender Expiration Date and accepted for purchase will receive the total consideration minus the $30 per $1,000 principal amount of the 2012 Notes. In addition, accrued and unpaid interest on the 2012 Notes will be paid in cash on all validly tendered 2012 Notes accepted for purchase up to, but not including, the applicable payment date for the 2012 Offer. The applicable payment date is expected to be on or about May 2, 2007, for the 2012 Notes tendered on or prior to the Consent Payment Deadline. The applicable payment date is expected to be on or about May 16, 2007, for the 2012 Notes tendered after the Consent Payment Deadline and on or prior to the Tender Expiration Date.

The complete terms and conditions of the 2012 Offer and the 2012 Consent Solicitation are set forth in the Offer and Consent Statement that has been sent to the holders of the 2012 Notes. Holders are urged to carefully read the Offer and Consent Statement and related materials. Citi is the exclusive dealer manager for the 2012 Tender Offer and solicitation agent for the 2012 Consent Solicitation. Questions regarding the 2012 Offer and the 2012 Consent Solicitation may be directed to Citi at (800) 558-3745 (toll free) and (212) 723-6106 (collect). Copies of the Offer and Consent Statement and related materials may be obtained from the Information Agent, D.F. King & Co., Inc. at (800) 735-3107 (U.S. toll free) and (212) 269-5550 (banks and brokers).

This announcement is not an offer to purchase, a solicitation for acceptance of an offer to purchase, or a solicitation of consents with respect to, any securities. The 2012 Offer is being made solely pursuant to the Offer and Consent Statement and related materials.

# # #

Lyondell Chemical Company, headquartered in Houston, Texas, is North America's third-largest independent, publicly traded chemical company. Lyondell is a leading global manufacturer of chemicals and plastics, a refiner of heavy, high-sulfur crude oil and a significant producer of fuel products. Key products include ethylene, polyethylene, styrene, propylene, propylene oxide, titanium dioxide, gasoline, ultra low-sulfur diesel, MTBE and ETBE. Lyondell operates on five continents and employs nearly 11,000 people worldwide.

SOURCE: Lyondell Chemical Company