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): ~~December~~April 314, ~~2007~~2008

MILLENNIUM CHEMICALS INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-12091 (Commission File Number)	22-3436215 (I.R.S. Employer Identification No.)
Two Greenville Crossing, 4001 Kennett Pike, Suite 238 Greenville, Delaware (Address of principal executive offices)	19807 (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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 81.01 Entry ~~Other~~into ~~Events~~a Material Definitive Agreement

~~As previously~~Amendment ~~announced by Lyondell Chemical Company (“Lyondell”) shareholders~~ of ~~Lyondell~~ ~~have approved the Agreement and Plan of Merger, dated as of July~~Equistar ~~16, 2007,~~Partnership among Basell AF S.C.A., BIL Acquisition Holdings Limited and Lyondell, and the closing of the transaction is anticipated to occur on or about Dec. 20, 2007. Pursuant to the transaction, Lyondell common stock will be converted into cash at $48 per share upon the closing. In accordance with the indenture governing the 4% Convertible Senior Debentures (CUSIP No. 599903AB7) (the “Convertible Notes”) issued by Millennium Chemicals Inc., holders may surrender the Convertible Notes for conversion at any time up to and including the date 15 days after the actual closing date of the transaction. Millennium Chemicals Inc. is a wholly owned subsidiary of Lyondell.Agreement

~~The~~On April 14, 2008, the partners of ~~press~~Equistar Chemicals, LP, a Delaware limited partnership of which Millennium ~~release~~indirectly ~~regarding~~owns ~~this~~an ~~matter~~aggregate is21% ~~being~~interest ~~filed~~(“Equistar”), ~~with~~entered ~~Lyondell’s~~into ~~Current~~a Supplement, ~~Report~~effective onDecember 20, 2007 (the “Supplement”), to the Amended and ~~Form~~Restated 8Limited Partnership Agreement of Equistar dated as of December 19, 2007 (the “Partnership Agreement”). Among other things, the Partnership Agreement was amended by the Supplement to (i) reflect the effects of the non pro-Krata contributions made by certain partners on December 20, 2007, (ii) permit the Millennium Indemnity (as ~~Exhibit~~defined 99in the Partnership Agreement) contemplated by in Section 8.6(b) of the Partnership Agreement to be in the amount of up to $750 million and (iii) add a provision to 4.1 of the Partnership Agreement.

The Supplement is attached as Exhibit 10.7(a) to this Current Report on Form 8-K and is incorporated herein by reference.

Millennium Indemnity

On April 14, 2008, Millennium Petrochemicals Inc., a Virginia corporation and a wholly owned subsidiary of Millennium (“MPI”), entered into an indemnity effective as of December 20, 2007 with Equistar (the “Indemnity”). The Indemnity replaces a prior indemnity entered into on December 19, 2007. Pursuant to the Indemnity MPI may be required to contribute to Equistar an amount equal to up to the lesser of $600 million or the sum of the aggregate principal amount of the following obligations then outstanding: (i) Equistar’s Debentures due 2026 in the principal amount of $150 million (ii) up to $450 million of any bank borrowings of Equistar secured by its inventory, and (iii) to the extent $450 million exceeds any bank borrowings secured by inventory, trade accounts payable by Equistar to unrelated parties up to the amount equal to $450 million less the bank borrowings secured by inventory (together, the “Referenced Obligations”). However, pursuant to the terms of the Indemnity, the MPI is only required to pay this amount to Equistar if the holders of the Referenced Obligation have not been able to obtain payment after pursuing and exhausting all their remedies against Equistar, including the liquidation of Equistar's assets. The Indemnity expressly does not create any right in favor of such holders or any person other than MPI, Equistar and the partners in Equistar. The Indemnity may be amended or terminated at any time by the agreement of MPI and Equistar without the consent of the holders of the Referenced Obligations. Unless earlier terminated, the Indemnity terminates on December 15, 2017.

The Indemnity is attached as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits. ~~99.1 Press Release (filed as Exhibit 99.1 to Lyondell’s Current Report on Form 8-K dated as of December 3, 2007 and incorporated herein by reference)~~

10.7(a)	First Supplement to Amended and Restated Limited Partnership Agreement
10.8	Indemnity Agreement with Equistar

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.

MILLENNIUM CHEMICALS INC.

By: /s/ ~~Kerry~~GERALD A. ~~Galvin~~O’BRIEN Name: Gerald A. O’Brien Title: Vice President, General Counsel and Secretary

~~Name~~Date: ~~Kerry~~ April A.14, ~~Galvin~~2008

Title: Senior Vice President and

General Counsel

Date: December 3, 2007

INDEX TO EXHIBITS

Exhibit

Number Description

99.1 Press Release (filed as Exhibit 99.1 to Lyondell’s Current Report on Form 8-K dated as of December 3, 2007 and incorporated herein by reference)

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