Lyondell Chemical Co - Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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 * GALVIN KERRY A	2. Issuer Name and Ticker or Trading Symbol LYONDELL CHEMICAL CO [ LYO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Senior Vice President
(Last)          (First)          (Middle) 1221 MCKINNEY ST., 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		43908	A	(1)	87909	D
Common Stock   (1)	12/20/2007		D		43908	D	$48	44001	D
Common Stock	12/20/2007		D		44001	D	(2)	0	D
Common Stock	12/20/2007		D		2627	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)	$12.87	12/20/2007		D			41282	(3)	2/7/2013	Common Stock	41282	$35.13   (3)	0	D
Stock Option (Right to Buy)	$17.55	12/20/2007		D			30553	(4)	2/5/2014	Common Stock	30553	$30.45   (4)	0	D
Stock Option (Right to Buy)	$28.56	12/20/2007		D			26877	(5)	1/20/2015	Common Stock	26877	$19.44   (5)	0	D
Stock Option (Right to Buy)	$24.52	12/20/2007		D			38658	(6)	2/23/2016	Common Stock	38658	$23.48   (6)	0	D
Stock Option (Right to Buy)	$31.97	12/20/2007		D			42279	(7)	2/22/2017	Common Stock	42279	$16.03   (7)	0	D
Phantom Stock	(8)	12/20/2007		D			9155	(8)	(8)	Common Stock	9155	$48   (8)	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, 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 $1,450,236.66 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 4)	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 $930,338.85 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 5)	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 $522,488.88 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 6)	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 $907,689.84 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 7)	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 $677,732.37 representing the difference between the exercise price of the option and the $48 per share merger consideration.
( 8)	Phantom Stock which convert on a 1 for 1 basis an 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
GALVIN KERRY A 1221 MCKINNEY ST., SUITE 700 HOUSTON, TX 77010			Senior Vice President

Signatures
/s/ Kerry A. Galvin		12/20/2007
** Signature of Reporting Person		Date

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