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): September 5, 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 September 5, 2006, Lyondell Chemical Company (“Lyondell”) issued two press releases which are being filed with this Current Report on Form 8-K as Exhibits 99.1 and 99.2.

On September 5, 2006, Lyondell amended its Credit Facility (the “Credit Facility”) by and among Lyondell, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P.Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger, and the Lenders party thereto to include additional agents under the Credit Facility. The amended Credit Facility is being filed with this Current Report on Form 8-K as Exhibit 4.6(a).

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

4.6(a)	Amendment No. 1 to Credit Agreement dated as of August 16, 2006 by and among Lyondell Chemical Company, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P.Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger and the Lenders party thereto
99.1	Press Release
99.2	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: September 5, 2006

INDEX TO EXHIBITS

Exhibit Number	Description
4.6(a)	Amendment No. 1 to Credit Agreement dated as of August 16, 2006 by and among Lyondell Chemical Company, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P.Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger and the Lenders party thereto
99.1	Press Release
99.2	Press Release

EX-4.6(A)

Exhibit 4.6(a)

EXECUTION COPY

AMENDMENT NO. 1

TO CREDIT AGREEMENT

AMENDMENT (this “Amendment”) dated as of September 5, 2006 to the Credit Agreement dated as of August 16, 2006 (the “Credit Agreement”) among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Borrower”); the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

The parties hereto agree as follows:

SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement, and each reference to “the Credit Agreement” “thereof, “thereunder”, “therein” and “thereby” and each other similar reference to the Credit Agreement contained in any Loan Document shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

SECTION 2. Appointment of Agents. The recital of parties to the Credit Agreement shall be amended to reflect the appointment of the Agents (as defined below) as set forth in the Commitment Assignment Letter dated as of August 22, 2006 among the Borrower, the Administrative Agent, the Arranger and the other financial institutions party thereto, and the cover page to the Credit agreement shall be revised to reflect such amendment. From the Amendment No. 1 Effective Date, each of the Agents party hereto shall be party to the Credit Agreement in such capacity.

SECTION 3 Amendments to Definitions. (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions therein in correct alphabetical order:

“Agents” means the Administrative Agent, the Syndication Agent and the Co-Documentation Agents, and “Agent” means any of them as the context may require.

“Co-Documentation Agents” means (i) with respect to the Revolving Commitments, Morgan Stanley Bank and Citicorp USA, Inc. and (ii) with respect to the Term Commitments, Morgan Stanley Bank and Bank of America, N.A., in each case in its capacity as Co-Documentation Agent with respect to the Loan Documents.

“Syndication Agent” means (i) with respect to the Revolving Commitments, Bank of America, N.A. and (ii) with respect to the Term Commitments, Citicorp USA, Inc., in each case in its capacity as Syndication Agent with respect to the Loan Documents.”

(a) The definition of “Arranger” is hereby deleted and replaced with the following new definition:

“Arrangers” means (i) with respect to the Revolving Commitments, J.P. Morgan Securities Inc. and Banc of America Securities LLC and (ii) with respect to the Term Commitments, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., in each case in their capacity as Arrangers under the Loan Documents.”

(c) The definition of “Lender Parties” is hereby amended to read in its entirety as follows:

“Lender Parties” means the Lenders and the Agents.

SECTION 4. Amendments to Article 7. (a) The sub-heading to Article 7 is hereby amended in its entirety to read “The Agents”.

(b) The first reference in Section 7.02 to “Administrative Agent”, and each subsequent reference in Section 7.02 to “the Administrative Agent” is hereby replaced with “an Agent”.

(c) The following Sections of the Credit Agreement are hereby amended to read in their entirety as follows:

“Section 7.05. Liability of Agents. None of the Agents, their respective affiliates, and the directors, officers, agents and employees of the Agents and their respective affiliates shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct. None of the Agents, their respective affiliates, and the directors, officers, agents and employees of the Agents and their respective affiliates shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing or issuance of a Letter of Credit hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to such Agent; (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith or (v) the existence, validity or sufficiency of any Collateral. No Agent shall incur

2

any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 7.06. Indemnification. The Lenders shall, ratably in proportion to their Commitments, indemnify each Agent, its affiliates and the directors, officers, agents and employees of each such Agent and its affiliates (to the extent not reimbursed by the Borrower) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement or any action taken or omitted by such indemnitees hereunder.

Section 7.07. Credit Decision. Each Lender acknowledges that it has, independently and without reliance on the Arrangers, any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance on any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement.”

(c) Section 7.10 of the Credit Agreement is hereby amended to read in its entirety as follows:

“Section 7.10. Syndication Agent, Co-Documentation Agents and Arrangers. No Agent or Arranger other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity.”

SECTION 5. Amendments to Article 9. (a) Each reference in Section 9.03(a) to “Administrative Agent” is hereby replaced with “Agents”.

(b) Each reference in Section 9.13(v) and (vi) to “the Administrative Agent” is hereby replaced with “any Agent” and each other reference in Section 9.13 to “the Administrative Agent” is hereby replaced with “Agent”.

3

SECTION 6. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true in all material respects on and as of the Amendment No. 1 Effective Date (as defined below) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Default will have occurred and be continuing on such date.

SECTION 7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 8. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 9. Effectiveness. This Amendment shall become effective as of the date set forth above (the “Amendment No. 1 Effective Date”) upon the receipt by the Administrative Agent of counterparts hereof signed by each Agent, each of the Required Lenders and the Borrower (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it facsimile or other written confirmation from such party of execution of a counterpart hereof by such party).

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

LYONDELL CHEMICAL COMPANY
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender.
By:	/s/ Marian N. Schulman
Name:	Marian N. Schulman
Title:	Managing Director

BANK OF AMERICA, N.A., as Syndication Agent, Co-Documentation Agent and Lender
By:	/s/ Ronald E. McKaig
Name:	Ronald E. McKaig
Title:	Senior Vice President

CITICORP USA, INC., as Syndication Agent, Co-Documentation Agent and Lender
By:	/s/ Daniel Gouger
Name:	Daniel Gouger
Title:	Vice President

MORGAN STANLEY BANK, as Co-Documentation Agent and Lender.
By:	/s/ Daniel Twenge
Name:	Daniel Twenge
Title:	Authorized Signatory
	Morgan Stanley Bank

EX-99.1

Exhibit 99.1

NEWS RELEASE

For information, contact:

Media – Lisa Martin (713) 309-4890

Investors – Doug Pike (713) 309-7141

Lyondell Announces Cash Tender Offer And Consent Solicitation for Its

9.625% Senior Notes Due 2007

HOUSTON (Sept. 5, 2006) – Lyondell Chemical Company (NYSE: LYO) today announced that it has commenced a cash tender offer (the “Offer”) for all of its outstanding $849,160,000 aggregate principal amount of its 9.625%, Series A, Senior Secured Notes due 2007 (CUSIP No. 552078AL1) (“Notes”). In conjunction with the Offer, Lyondell is soliciting consents from holders of Notes (the “Consent Solicitation”) to effect certain proposed amendments to the indenture governing the Notes, including the elimination of substantially all the restrictive covenants, certain events of default, and certain other provisions. Lyondell intends to fund the Offer with proceeds from a financing transaction.

The Offer will expire at midnight EDT on Monday, Oct. 2, 2006, unless extended or earlier terminated by Lyondell (the “Expiration Date”). The Consent Solicitation will expire at 5 p.m. EDT on Monday, Sept. 18, 2006, unless extended (the “Consent Payment Deadline”). Holders who validly tender Notes pursuant to the Offer will be deemed to have validly delivered consents related to such Notes. Tendered Notes may not be withdrawn, and consents may not be revoked, after 5 p.m. EDT on Monday, Sept. 18, 2006.

The total consideration per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Consent Payment Deadline will consist of (a) the present value on the Initial Payment Date (as defined below) of (x) the repayment price of $1,000 at the maturity date of May 1, 2007 (the “Maturity Date”) plus (y) the amount of interest that would accrue from the last date on which interest has been paid to the Maturity Date minus (b) accrued and unpaid interest from the last date on which interest has been paid up to, but not including, the Initial Payment Date. The discount rate for calculating the present value is based on a fixed spread of 50 basis points over the yield on the Price Determination Date (as described below) of the 3.625% U.S. Treasury Note due April 30, 2007.

The total consideration includes a consent payment of $30 per $1,000 principal amount of Notes to holders who validly tender Notes, and thereby validly deliver consents related to such Notes, at or prior to the Consent Payment Deadline. No consent payment will be made with respect to Notes tendered after the Consent Payment Deadline. In addition, accrued and unpaid interest from the last interest payment date to, but not including, the applicable payment date will be paid on all validly tendered and accepted Notes.

The total consideration will be calculated at 2 p.m. EDT on Monday, Sept. 18, 2006 (the “Price Determination Date”) unless the Offer is extended. Holders whose Notes are validly tendered by the Consent Payment Deadline and accepted for purchase will receive payments on or about Wednesday, Sept. 20, 2006 (the “Initial Payment Date”). Holders whose Notes are validly tendered after the Consent Payment Deadline and accepted for purchase will receive payments promptly after the Expiration Date.

Lyondell’s obligation to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the Offer and the Consent Solicitation is subject to the satisfaction or waiver of certain conditions, including the receipt of consents with respect to a majority in aggregate principal amount of outstanding Notes and the securing of sufficient financing for the purchase of Notes and related fees and expenses. The complete terms and conditions of the Offer and the Consent Solicitation are set forth in the Offer to Purchase and Consent Solicitation Statement dated Sept. 5, 2006 (the “Offer and Consent Statement”), which is being sent to holders of Notes. Holders are urged to read the Offer and Consent Statement and related materials carefully.

J.P. Morgan Securities Inc. is the exclusive dealer manager for the Offer and solicitation agent for the Consent Solicitation. Questions regarding the Offer and the Consent Solicitation may be directed to J.P. Morgan Securities Inc. at 212-270-7407 or 800-245-8812 (U.S. toll-free). Copies of the Offer and Consent Statement and related materials may be obtained from the Information Agent, D.F. King & Co., Inc., at 800-758-5378 (U.S. toll-free) and 212-269-5550 (collect).

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 Offer and the Consent Solicitation are being made solely pursuant 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 major global manufacturer of basic chemicals and derivatives including ethylene, propylene, titanium dioxide, styrene, polyethylene, propylene oxide and acetyls. It also is a refiner of heavy, high-sulfur crude oil and a significant producer of gasoline-blending components. Lyondell is a global company operating on five continents and employs approximately 11,000 people worldwide.

FORWARD-LOOKING STATEMENTS

The statements in this release relating to matters that are not historical facts are forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of management, and are subject to significant risks and uncertainties. Actual results could differ materially based on factors including, but not limited to, Lyondell’s plans, objectives, expectations and intentions and other risk factors. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Lyondell Annual Report on Form 10-K for the year ended December 31, 2005, Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.

SOURCE: Lyondell Chemical Company

EX-99.2

Exhibit 99.2

NEWS RELEASE

For information, contact:

Media – Lisa Martin (713) 309-4890

Investors – Doug Pike (713) 652-7141

Lyondell Announces Financing Plan

Highlights:

• Public notes offering

• Tender offer for notes due in 2007

• Repayment of portion of 7-year term loan

• Syndication of 5-year revolver and portion of 7-year term loan

HOUSTON (Sept. 5, 2006) – Lyondell Chemical Company (NYSE: LYO) today announced that, as part of a financing plan, it intends to commence a public offering of $1.775 billion of senior unsecured notes on or about Sept. 7, 2006. In addition, Lyondell will begin a cash tender offer today for its approximately $849 million of 9.625 percent senior secured notes due May 1, 2007. The tender offer will be funded with a portion of the proceeds from the new senior unsecured note offering. The remainder of the net proceeds from the note offering will be used to repay a portion of the new 7-year term loan used to finance Lyondell’s Aug. 16, 2006 acquisition of CITGO Petroleum Corporation’s 41.25 percent interest in LYONDELL-CITGO Refining LP.

Lyondell intends to commence the syndication of its new $800 million 5-year revolver and $1.775 billion of its new 7-year term loan on Sept. 7, 2006.

The issuer may file a registration statement (including a prospectus) with the SEC for the bond offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer

Lyondell Chemical Company

www.lyondell.com

and this offering. When filed with the SEC, you may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. You may also access these documents for free on the investor relations page of the registrant’s website at www.lyondell.com. Alternatively, the company will arrange to send you the prospectus after filing if you request it by calling toll-free 1-866-903-7331.

# # #

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. It also is a refiner of heavy, high-sulfur crude oil and a significant producer of gasoline-blending components. Lyondell is a global company operating on five continents and employs approximately 11,000 people worldwide.

FORWARD-LOOKING STATEMENTS

The statements in this release relating to matters that are not historical facts are forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of management, and are subject to significant risks and uncertainties. Actual results could differ materially based on factors including, but not limited to, Lyondell’s plans, objectives, expectations and intentions and other risk factors. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Lyondell Annual Report on Form 10-K for the year ended December 31, 2005, Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.

SOURCE: Lyondell Chemical Company

Lyondell Chemical Company

www.lyondell.com