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 15, 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))

Item 8.01 Other Events

On May 16, 2007, Lyondell Chemical Company announced the completion of its cash tender offer for its 11.125% Senior Secured Notes due 2012 (the "Notes"). The tender offer expired at 12:00 midnight ET on Tuesday, May 15, 2007, with approximately $270 million in aggregate principal amount of Notes tendered and accepted for purchase, representing approximately 97% of outstanding Notes. An aggregate principal amount of approximately $8 million of Notes remain outstanding. The press release 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 and

General Counsel

Date: May 16, 2006

INDEX TO EXHIBITS

Exhibit

Number Description

1. Press Release

EX-99.1

Exhibit 99.1

For information, contact:

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

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

Lyondell Chemical Company Completes Tender Offer for Its 11.125 Percent Senior Secured Notes Due 2012

HOUSTON, May 16, 2007 - Lyondell Chemical Company (NYSE: LYO) announced today the completion of its cash tender offer for its 11.125 percent Senior Secured Notes due 2012 ("Notes").

The tender offer expired at 12:00 midnight ET on Tuesday, May 15, 2007, with approximately $270 million in aggregate principal amount of Notes tendered and accepted for purchase, representing approximately 97 percent of the outstanding Notes. An aggregate principal amount of approximately $8 million of Notes remain outstanding.

Citi served as the exclusive dealer manager for the offer.

# # #

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, gasoline, ultra low-sulfur diesel, MTBE and ETBE.

SOURCE: Lyondell Chemical Company