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                                                                  Exhibit 3.1(b)

                           CERTIFICATE OF ELIMINATION
                                       OF
                         SERIES A JUNIOR PREFERRED STOCK
                                       OF
                            MILLENNIUM CHEMICALS INC.

          I, C. William Carmean, Senior Vice President, General Counsel and
Secretary of Millennium Chemicals Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Company"), in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, DO HEREBY CERTIFY:

          FIRST: That on January 17, 2003, the Board of Directors of the
Company duly adopted the following resolutions at a meeting duly held pursuant
to notice, at which a quorum was present and acting throughout, and the original
of these resolutions has been filed with the minutes of such meeting:

               RESOLVED, that none of the 2,000,000 authorized shares of the
          series of preferred stock of the Company designated as Series A Junior
          Preferred Stock (the "Series A Junior Preferred Stock") and created
          pursuant to a Certificate of Designations (the "Certificate of
          Designations"), heretofore adopted by this Board of Directors and
          filed in the office of the Secretary of State of the State of Delaware
          on August 27, 1996, are currently outstanding; and further

               RESOLVED, that no shares of Series A Junior Preferred Stock shall
          hereafter be issued; and further

               RESOLVED, that any director or officer of the Company be, and
          each hereby is, authorized, empowered and directed, in the name and on
          behalf of the Company, to prepare a Certificate of Elimination (the
          "Certificate of Elimination") with respect to the Series A Junior
          Preferred Stock pursuant to Section 151(g) of the General Corporation
          Law of the State of Delaware in order to eliminate from the Amended
          and Restated Certificate of Incorporation of the Company all matters
          set forth in the Certificate of Designations and to file such
          Certificate of Elimination with the Secretary of State of the State of
          Delaware in accordance with the applicable laws of the State of
          Delaware; and further

               RESOLVED, that upon the effective date of the filing of the
          Certificate of Elimination, the 2,000,000 shares that currently
          constitute the Series A Junior Preferred Stock shall become authorized
          but unissued shares of preferred stock of the Company,





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          without designation as to series and that such shares may be issued as
          part of a new series of preferred stock to be created by resolution or
          resolutions of the Board of Directors of the Company.

          SECOND: Pursuant to Section 151(g) of the General Corporation Law of
the State of Delaware and the foregoing resolutions, upon the effective date of
the filing of this certificate, there shall be eliminated from the Amended and
Restated Certificate of Incorporation of the Company all matters set forth in
the Certificate of Designations of Series A Junior Preferred Stock of the
Company, and the 2,000,000 shares that formerly constituted the Series A Junior
Preferred Stock shall become authorized but unissued shares of preferred stock
of the Company, without designation as to series, and such shares may be issued
as part of a new series of preferred stock to be created by resolution or
resolutions of the Board of Directors of the Company.

IN WITNESS WHEREOF, I have executed this Certificate of Elimination this 31st
day of January, 2003.


                                           -------------------------------------
                                           Name:  C. William Carmean
                                           Title: Senior Vice President, General
                                                     Counsel and Secretary


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