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 30, 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 30, 2006, Lyondell Chemical Company issued a press release which 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

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: Title:	Kerry A. Galvin Senior Vice President and General Counsel

Date: October 30, 2006

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release

EX-99.1

Exhibit 99.1

For information, contact:

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

Investors: Doug Pike (713) 309-7141

Occidental to Sell 10 Million Shares of Its

Lyondell Common Stock

HOUSTON (Oct. 30, 2006) – Lyondell Chemical Company (NYSE: LYO) announced today that one of its stockholders, Occidental Petroleum Corporation, is offering to sell 10 million of its shares of Lyondell common stock in a registered public offering. As a part of the offering, Occidental has granted to the underwriters an over-allotment option to purchase up to 1.5 million additional shares of Lyondell common stock owned by it. Lyondell will not receive any of the proceeds from the offering.

Following the offering, Occidental will own approximately 20.3 million shares of Lyondell common stock (or approximately 8.2 percent of shares outstanding at Sept. 30, 2006) or approximately 18.8 million shares if the over-allotment option is exercised. Occidental also holds a warrant to purchase an additional 5 million shares of Lyondell at $25 per share. Occidental will be subject to a 90-day “lock-up” period, during which it will be restricted from selling any of its remaining shares or its warrant.

Credit Suisse Securities (USA) LLC is acting as the sole book-running manager and Banc of America Securities LLC is the co-manager for this offering. The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (SEC) for the 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 and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. You also may access these documents for free on the investor relations page of the registrant’s web site at www.lyondell.com. Alternatively, the company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling 1-800-221-1037 (toll free). Copies of the prospectus

relating to the offering also may be obtained by contacting: Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629.

# # #

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