SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LILLEY DAVID

(Last)

(First)

(Middle)

5 GARRET MOUNTAIN PLAZA

(Street)

WEST PATERSON

07424

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYTEC INDUSTRIES INC/DE/ [ CYT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/28/2006		M⁽¹⁾		5,000	A	$40.125	42,072	D
Common Stock	09/28/2006		S⁽¹⁾		200	D	$55.36	41,872	D
Common Stock	09/28/2006		S⁽¹⁾		300	D	$55.37	41,572	D
Common Stock	09/28/2006		S⁽¹⁾		500	D	$55.47	41,072	D
Common Stock	09/28/2006		S⁽¹⁾		100	D	$55.54	40,972	D
Common Stock	09/28/2006		S⁽¹⁾		200	D	$55.56	40,772	D
Common Stock	09/28/2006		S⁽¹⁾		600	D	$55.6	40,172	D
Common Stock	09/28/2006		S⁽¹⁾		300	D	$55.61	39,872	D
Common Stock	09/28/2006		S⁽¹⁾		1,000	D	$55.65	38,872	D
Common Stock	09/28/2006		S⁽¹⁾		100	D	$55.73	38,772	D
Common Stock	09/28/2006		S⁽¹⁾		500	D	$55.81	38,272	D
Common Stock	09/28/2006		S⁽¹⁾		500	D	$55.83	37,772	D
Common Stock	09/28/2006		S⁽¹⁾		200	D	$55.87	37,572	D
Common Stock	09/28/2006		S⁽¹⁾		500	D	$55.95	37,072	D
Common Stock	09/29/2006		M⁽¹⁾		5,000	A	$40.125	42,072	D
Common Stock	09/29/2006		S⁽¹⁾		700	D	$55.32	41,372	D
Common Stock	09/29/2006		S⁽¹⁾		300	D	$55.38	41,072	D
Common Stock	09/29/2006		S⁽¹⁾		300	D	$55.45	40,772	D
Common Stock	09/29/2006		S⁽¹⁾		500	D	$55.46	40,272	D
Common Stock	09/29/2006		S⁽¹⁾		200	D	$55.48	40,072	D
Common Stock	09/29/2006		S⁽¹⁾		200	D	$55.49	39,872	D
Common Stock	09/29/2006		S⁽¹⁾		100	D	$55.5	39,772	D
Common Stock	09/29/2006		S⁽¹⁾		500	D	$55.51	39,272	D
Common Stock	09/29/2006		S⁽¹⁾		200	D	$55.55	39,072	D
Common Stock	09/29/2006		S⁽¹⁾		200	D	$55.56	38,872	D
Common Stock	09/29/2006		S⁽¹⁾		200	D	$55.61	38,672	D
Common Stock	09/29/2006		S⁽¹⁾		100	D	$55.63	38,572	D
Common Stock	09/29/2006		S⁽¹⁾		200	D	$55.65	38,372	D
Common Stock	09/29/2006		S⁽¹⁾		1,300	D	$55.95	37,072	D
Common Stock								6,206	I⁽²⁾⁽³⁾	savings plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option Right to buy	$40.125	09/28/2006		M⁽¹⁾			5,000	01/27/1998	01/26/2007	Common Stock	5,000	$0.0	1,185,000	D
Option Right to buy	$40.125	09/29/2006		M⁽¹⁾			5,000	01/27/1998	01/26/2007	Common Stock	5,000	$0.0	1,180,000	D

Explanation of Responses:

1. This option was exercised, and the shares of common stock received upon exercise were sold pursuant to a Rule 10b5-1 trading plan that was adopted in August 2006.

2. Excludes shares held in Employees' Savings Plan or Supplemental Plan which are eligible for deferred reporting on Form 5, as per note to instruction 4(a)(i).

3. 203 shares beneficial ownership disclaimed; owned as custodian for daughter

Remarks:

	James M. Young on behalf of David Lilley	09/29/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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