CERTIFICATE OF TRUST
                                      OF
                              LYONDELL TRUST III

     THIS CERTIFICATE OF TRUST of Lyondell Trust III (the "TRUST"), dated as of
November 9, 1998, is being duly executed and filed by the undersigned, as
trustees, with the Secretary of State of the State of Delaware to form a
business trust under the Delaware Business Trust Act (12 Del. Code (S) 3801 et
seq.).

     1.   Name.  The name of the business trust being formed hereby is Lyondell
Trust III.

     2.   Delaware Trustee.  The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware are First
Chicago Delaware Inc., 300 King Street, Wilmington, Delaware 19801.

     3.   Effective Date.  This Certificate of Trust shall be effective at the
time of its filing with the Secretary of State of the State of Delaware.

 
     IN WITNESS WHEREOF, the undersigned, being the sole trustees of the Trust
at the time of filing this Certificate of Trust, have executed this Certificate
of Trust as of the date first above written.

               First Chicago Delaware Inc.,
               as Delaware Trustee

               By: /s/ Sandra L. Caruba
                  --------------------------------
               Name:  Sandra L. Caruba
               Title: Vice President


               The First National Bank of Chicago,
               as Property Trustee

               By: /s/ Sandra L. Caruba           
                  ---------------------------------
               Name:  Sandra L. Caruba
               Title: Vice President


               Kerry A. Galvin,
               as Regular Trustee

               By: /s/ Kerry A. Galvin              
                  ---------------------------------

                                       2