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                                                                    Exhibit 23.3


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-13143, 333-13717, 333-53139, 333-55878,
333-76674 and 333-88652) of Millennium Chemicals Inc. of our report dated
January 25, 2002 relating to the Millennium Chemicals Inc. consolidated
financial statements, which appears in the Millennium Chemicals Inc. Annual
Report on Form 10-K for the year ended December 31, 2001. We also consent to
the incorporation by reference of our report dated January 25, 2002 relating
to the supplemental financial information and the financial statement schedule,
which appears in this Annual Report on Form 10-K/A.



PricewaterhouseCoopers LLP
Florham Park, New Jersey
August 12, 2002