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): ~~May~~April 2514, ~~2007~~2008

EQUISTAR CHEMICALS, LP

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

333-76473 76-0550481

333-76473 (Commission File Number)	76-0550481 (I.R.S. Employer Identification No.)
1221 McKinney Street, Suite 700, Houston, Texas (Address of principal executive offices)	77010 (Zip Code)

(Commission File Number) (I.R.S. Employer Identification No.)

1221 McKinney Street, Suite 700, Houston, Texas 77010

(Address of principal executive offices) (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 85.~~01 Other~~03 ~~Events~~Amendments to Articles of Incorporation or Bylaws

On ~~May~~April 2514, ~~2007~~2008, the partners of Equistar Chemicals, LP, ~~called~~a ~~$300~~Delaware ~~million~~limited ofpartnership ~~its~~(“Equistar”), ~~10.125%~~entered into ~~Senior~~a ~~Notes~~Supplement, ~~due~~effective ~~2008~~December ~~and~~20, ~~$300~~2007 ~~million~~(the of“Supplement”), ~~its~~to ~~10.625%~~the Amended ~~Senior~~and ~~Notes~~Restated ~~due~~Limited ~~2011. The~~Partnership ~~notes~~Agreement ~~will~~of beEquistar ~~redeemed~~dated ~~and~~as ~~the~~of December ~~respective~~19, ~~redemption~~2007 ~~prices~~(the ~~will~~“Partnership beAgreement”). Among ~~paid~~other onthings, the ~~June~~Partnership ~~25,~~Agreement ~~2007.~~was ~~The~~amended ~~redemption~~to ~~price~~(i) ofreflect the ~~10.125%~~effects ~~Senior~~of ~~Notes~~the ~~due~~non pro-rata ~~2008~~contributions ~~will~~made beby ~~determined~~certain partners on ~~June~~December 2220, 2007~~. The~~, ~~redemption~~(ii) permit ~~price~~the ofMillennium ~~the~~Indemnity ~~10.625%~~(as ~~Senior~~defined ~~Notes~~in ~~due~~the ~~2011~~Partnership ~~will~~Agreement) contemplated beby ~~105.313%~~in ofSection ~~par~~8.6(b) ~~The~~of ~~press~~the ~~release~~Partnership ~~regarding~~Agreement ~~this~~to ~~matter~~be isin ~~being~~the amount ~~filed~~of ~~with~~up ~~this~~to ~~Current~~$750 ~~Report~~million onand ~~Form~~(iii) ~~8-K~~add asa ~~Exhibit~~provision 99to 4.1 of the Partnership Agreement.

The Supplement is attached as Exhibit 3.2(a) to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.

993.~~1 Press~~2(a) ~~Release~~First Supplement to Amended and Restated Limited Partnership Agreement

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.

EQUISTAR CHEMICALS, LP

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

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

Title: Senior Vice President and

General Counsel

Date: May 25, 2007

INDEX TO EXHIBITS

Exhibit

Number

99.1 Press Release

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