Mail Stop 3561
      						January 13, 2006

Mr. T. Kevin DeNicola
Senior Vice President and Chief Financial Officer
Millennium Chemicals Inc.
Two Greenville Crossing
4001 Kennett Pike
Suite 238
Greenville, DE  19807

	Re:	Millennium Chemicals Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 16, 2005

		Forms 10-Q for Fiscal Quarter Ended September 30, 2005
		File No. 1-12091

Dear Mr. DeNicola:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your documents 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 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for the fiscal year ended December 31, 2004

Item 9A.  Controls and Procedures, page 94

1. We note your disclosure that "[o]ther than the procedures
described above that were implemented by the current management
team
of Millennium to remediate the First Material Weakness and the
Second
Material Weakness, there were no changes in Millennium`s internal
control over financial reporting during the most recent fiscal
quarter..." Revise to state clearly, if correct, that there were
changes in your internal control over financial reporting that
occurred during this quarter that have materially affected, or are
reasonably likely to materially affect, your internal control over
financial reporting.

*    *    *    *

      As appropriate, please amend your Form 10-K and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments 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 our review of your filings or
in
response to our comments on your filings.

      You may contact Kathleen Kerrigan, Staff Accountant, at
(202)
551-3369 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3849
with any other questions.

							Sincerely,



							James Allegretto
							Senior Assistant Chief
Accountant



Mr. T. Kevin DeNicola
Millennium Chemicals Inc.
January 13, 2006
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