Mail Stop 0510
April 25, 2005
By U.S. Mail and Facsimile to (713) 229-1522
Kerry A. Galvin
Senior Vice President, General Counsel and Secretary
Lyondell Chemical Company
1221 McKinney Street, Suite 700
Houston, Texas 77010
Re: Lyondell Chemical Company
Form S-3 Filed April 11, 2005
File No. 333-123977
Dear Mr. Galvin:
This is to advise you that we reviewed only those portions
of
the above filing that relate to the basis for registering an
offering
by Lyondell and the registration of the existing rights associated
with the common stock. We have the following comments in that
regard. No further review of the filing has been or will be made.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
1. Please describe the legal basis for registering the offering by
Lyondell for the issuance of the shares underlying the Millennium
convertible debentures at this time, as we note that the
Millennium
convertible debentures have been convertible into shares of
Lyondell
common stock since November 2004, when the merger was consummated.
Note that if securities can be converted within a year, we view
the
underlying shares as being the subject of an offer that must be
registered or made pursuant to an exemption. Further, the sale of
shares offered privately may not be completed in a registered
transaction. Please also explain whether you considered
registering
the resale of the common stock by the security holders. We may
have
further comments after reviewing your response.
2. Since you are registering common shares that include rights
under
an existing rights plan, please register the rights as separate
securities. See Telephone Interpretations Manual, Section G #109
and
Section H #27.
3. Please revise Exhibit 5.1 to opine that the rights are the
legal,
binding obligations of the company.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please direct questions to Brigitte Lippmann at (202) 942-
0755.
You may also call the undersigned Assistant Director at (202) 942-
1950, who supervised the review of your filing.
Sincerely,
Pamela A. Long
Assistant Director
cc: Stephen A. Massad
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana Street
Houston, Texas 77002
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Kerry A. Galvin
Lyondell Chemical Company
April 25, 2005
Page 1 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE