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 *

SMITH DAN F 		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
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, CEO and President
(Last)          (First)          (Middle)

1221 MCKINNEY STREET, 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   (1) 12/20/2007     A    262849   A   (1) 633845   D  
 
Common Stock   (1) 12/20/2007     D    262849   D $48   370996   D  
 
Common Stock   12/20/2007     D    370996   D   (2) 0   D  
 
Common Stock   12/20/2007     D    28861   D   (2) 0   I   By 401(K)  

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)   $13.80   12/20/2007     D        560850      (3) 2/8/2012   Common Stock   560850   $34.20   (3) 0   D  
 
Stock Option (Right to Buy)   $12.87   12/20/2007     D        234283      (4) 2/7/2013   Common Stock   234283   $35.13   (4) 0   D  
 
Stock Option (Right to Buy)   $17.55   12/20/2007     D        160133      (5) 2/5/2014   Common Stock   160133   $30.45   (5) 0   D  
 
Stock Option (Right to Buy)   $28.56   12/20/2007     D        148426      (6) 1/20/2015   Common Stock   148426   $19.44   (6) 0   D  
 
Stock Option (Right to Buy)   $24.52   12/20/2007     D        230123      (7) 2/23/2016   Common Stock   230123   $23.48   (7) 0   D  
 
Stock Option (Right to Buy)   $31.97   12/20/2007     D        254529      (8) 2/22/2017   Common Stock   254529   $16.03   (8) 0   D  
 
Phantom Stock     (9) 12/20/2007     D        54864      (9)   (9) Common Stock   54864   $48   (9) 0   D  
 

Explanation of Responses:
( 1)  This reports the payout of performance awards denominated in shares of Lyondell?s common stock, on the effective date of the merger pursuant to the Merger Agreement between Lyondell and Basell and BIL Acquisition Holdings Limited (?Merger Agreement?) for the merger consideration of $48 per share.
( 2)  Shares of common stock disposed of on the effective date of the merger pursuant to the Merger Agreement for the merger consideration of $48 per share.
( 3)  The options, 2/3 which vested ratably on February 8, 2003 and February 8, 2004 and 1/3 vested on December 1, 2004 in connection with the acquisition of Millennium Chemicals Inc., were canceled pursuant to the Merger Agreement in exchange for a cash payment of $19,181,070 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 4)  The options, 1/3 which vested on February 7, 2007 and 2/3 on November 23, 2004 because the Lyondell common stock price became two times the exercise price of the stock option, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $8,230,361.79 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 5)  The options, which vested on December 1, 2004 in connection with the acquisition of Millennium Chemicals Inc., were canceled pursuant to the Merger Agreement in exchange for a cash payment of $4,876,049.85 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 6)  The options, which 2/3 vested ratably on January 20, 2006 and January 20, 2007 and 1/3 vested on November 20, 2007 in connection with shareholder approval of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $2,885,401.44 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 7)  The options, which 1/3 vested on February 23, 2007 and the remaining 2/3 on the effective date of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $5,403,288.04 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 8)  The options, which vested on the effective date of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $4,080,099.87 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 9)  Phantom Stock which convert on a 1 for 1 basis and provided for vesting in 3 equal annual installments beginning one year from the date of grant, was disposed of on the effective date of the merger pursuant to the Merger Agreement for the merger consideration of $48 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SMITH DAN F
1221 MCKINNEY STREET, SUITE 700
HOUSTON, TX 77010 		X
Chairman, CEO and President

Signatures
/s/ KERRY A. GALVIN as Attorney In Fact for Dan F. Smith 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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