FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SPIVEY WILLIAM 		2. Issuer Name and Ticker or Trading Symbol

LYONDELL CHEMICAL CO [ LYO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1221 MCKINNEY, SUITE 700 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/20/2007
(Street)

HOUSTON, TX 77010
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   12/20/2007     D    20802   D $48   (1) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $12.9125   12/20/2007     D        5000      (2) 2/3/2010   Common Stock   5000   $35.0875   (2) 0   D  
 
Stock Option (Right to Buy)   $13.8   12/20/2007     D        5000      (3) 2/8/2012   Common Stock   5000   $34.2   (3) 0   D  
 
Stock Option (Right to Buy)   $16.25   12/20/2007     D        5000      (4) 2/1/2011   Common Stock   5000   $31.75   (4) 0   D  
 
Phantom Stock     (5) 12/20/2007     D        9436      (5)   (5) Common Stock   9436   $48   (5) 0   D  
 
Deferred Stock Units     (6) 12/20/2007     D        15339      (6)   (6) Common Stock   15339   $47.20   (6) 0   D  
 

Explanation of Responses:
( 1)  Disposed of on the effective date of the merger pursuant to the Merger Agreement between Lyondell and Basell AF and BIL Acquisition Holdings Limited (?Merger Agreement?) for the merger consideration of $48 per share.
( 2)  This option, which vested on August 21, 2002 in connection with Lyondell?s purchase of Occidental Petroleum Corporation?s interest in Equistar Chemicals, LP., was canceled pursuant to the Merger Agreement in exchange for a cash payment of $175,437.50 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 3)  This option, which vested on December 1, 2004 in connection with the acquisition of Millennium Chemicals Inc., was canceled pursuant to the Merger Agreement in exchange for a cash payment of $171,000 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 4)  This option, which vested on August 21, 2002 in connection with Lyondell?s purchase of Occidental Petroleum Corporation?s interest in Equistar Chemicals, LP., was canceled pursuant to the Merger Agreement in exchange for a cash payment of $158,750 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 5)  Phantom Stock, which convert on a 1 for 1 basis and vested in connection with the merger, was disposed of on the effective date of the merger pursuant to the Merger Agreement for the merger consideration of $48 per share.
( 6)  Deferred Stock Units, which convert on a 1 for 1 basis, were disposed of on the effective date of the merger pursuant to the Merger Agreement and the terms of the Deferred Stock Units based on the closing price of Lyondell's common stock on the last day of the month preceding the effective date of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SPIVEY WILLIAM
1221 MCKINNEY, SUITE 700
HOUSTON, TX 77010 		X



Signatures
/s/ KERRY A. GALVIN as Attorney In Fact for William R. Spivey 12/20/2007
** 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).
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