8-K

                       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, 2003

                            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)



Item 5. Other Events.

On May 15, 2003 Lyondell Chemical Company ("Lyondell") announced that it will
sell $325 million of senior secured notes at par in a private placement offering
announced on May 14, 2003. The notes will mature on June 1, 2013. Lyondell's May
15, 2003 press release regarding the offering is being filed with this Current
Report on Form 8-K as Exhibit 99.1.

Item 7. 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:  May 15, 2003



                                INDEX TO EXHIBITS

Exhibit
Number            Description
- -------           -----------
99.1              Press Release

EX-99.1

                                                                   Exhibit 99.1

News Release

For information contact:
Media - Anne M. Knisely (713) 309-2643
Investors - Doug Pike (713) 309-7141

          Lyondell to Sell $325 Million of 10-1/2% Senior Secured Notes

HOUSTON, May 15, 2003 - Lyondell Chemical Company (NYSE: LYO) today announced it
will sell $325 million of 10-1/2% senior secured notes at par in a private
placement offering announced yesterday. The notes will mature on June 1, 2013,
and are redeemable by Lyondell at specified premiums on or after June 1, 2008.
Lyondell will use the net proceeds to prepay in full approximately $103 million
of term loans outstanding under Lyondell's credit facility and to repay with the
remaining proceeds the revolving credit loans that Lyondell will borrow to fund
the purchase of the butanediol (BDO) manufacturing plant in The Netherlands that
Lyondell currently leases. The offering is expected to close May 20, 2003.

The senior secured notes will be offered only to qualified institutional buyers
and other eligible purchasers in a private placement offering. The notes will
not be registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration.

                                      # # #

FORWARD-LOOKING STATEMENTS

The statements in this release relating to matters that are not historical facts
are forward-looking statements that are subject to risks and uncertainties.
Actual results could differ materially, based on factors including, but not
limited to: the cyclical nature of the chemical and refining industries;
availability, cost and volatility of raw materials and utilities; governmental
regulatory actions and political unrest; global economic conditions; industry
production capacity and operating rates; the supply/demand balance for
Lyondell's and its joint ventures' products; competitive products and pricing
pressures; access to capital markets; technological developments and other risk
factors. For more detailed information about the factors that could cause actual
results to differ materially, please refer to Lyondell's Annual Report on Form
10-K for the year ended December 31, 2002, which was filed in March 2003, and
Lyondell's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003,
which was filed in May 2003.