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): October 2, 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 October 3, 2006, Lyondell Chemical Company (“Lyondell”) announced the completion of its cash tender offer for its 9.625%, Series A, Senior Secured Notes due 2007 (“Notes”). The tender offer expired at 12:00 midnight ET on Monday, Oct. 2, 2006, with approximately $762 million in aggregate principal amount of Notes tendered and accepted for purchase, representing approximately 90% of outstanding Notes.

On October 6, 2006, Lyondell called the remaining $87.05 million of the Notes. The Notes will be redeemed and the redemption price paid on November 6, 2006. The redemption price will be determined three business days prior to November 6, 2006 at the make-whole price, as defined in the indenture governing the Notes.

The press releases are being filed with this Current Report on Form 8-K as Exhibits 99.1 and 99.2.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

99.1	Press Release
99.2	Press Release

2

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: October 6, 2006

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release
99.2	Press Release

EX-99.1

Exhibit 99.1

NEWS RELEASE

For information, contact:

Media – Lisa Martin (713) 309-4890

Investors – Doug Pike (713) 309-7141

Lyondell Completes Tender Offer for Its

9.625 Percent Senior Notes Due 2007

HOUSTON (Oct. 3, 2006) – Lyondell Chemical Company (NYSE: LYO) announced today the completion of its cash tender offer for its 9.625 percent, Series A, Senior Secured Notes due 2007 (“Notes”).

The tender offer expired at 12:00 midnight ET on Monday, Oct. 2, 2006, with approximately $762 million in aggregate principal amount of Notes tendered and accepted for purchase, representing approximately 90 percent of outstanding Notes. An aggregate principal amount of approximately $87 million of Notes remain outstanding.

J.P. Morgan Securities Inc. 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 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.

SOURCE: Lyondell Chemical Company

Lyondell Chemical Company

www.lyondell.com

EX-99.2

Exhibit 99.2

NEWS RELEASE

For information, contact:

Media – Lisa Martin-Walsh (713) 309-4890

Investors – Doug Pike (713) 309-7141

Lyondell to Repay $87 Million of Outstanding Debt

HOUSTON (Oct. 6, 2006) – Lyondell Chemical Company (NYSE: LYO) today called the remaining $87.05 million of its 9.625 percent, Series A, Senior Secured Notes due May 2007. The notes will be redeemed and the redemption price paid on Nov. 6, 2006. The redemption price will be determined three business days prior to Nov. 6, 2006, at the Make-Whole Price, as defined in the indenture governing the notes.

# # #

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.

SOURCE: Lyondell Chemical Company

Lyondell Chemical Company

www.lyondell.com