Exhibit 31.2

                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, John E. Lushefski, Executive Vice President and Chief Financial Officer of
Millennium Chemicals Inc., certify that:

     1. I have  reviewed  this  Quarterly  Report  on Form  10-Q  of  Millennium
Chemicals Inc. for the quarter ended March 31, 2004 as filed with the Securities
and Exchange Commission on May 14, 2004 and as amended by Amendment No. 1 to the
Quarterly Report on Form 10-Q filed with the Securities and Exchange  Commission
on August 9, 2004 and this Amendment No. 2 to the Quarterly Report on Form 10-Q,
filed with the Securities and Exchange Commission on the date hereof; and

     2. Based on my knowledge, this annual report, as amended, does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report.

Date: September 23, 2004

                                             /s/ JOHN E. LUSHEFSKI
                                             ----------------------------------
                                             John E. Lushefski
                                             Executive Vice President and Chief
                                             Financial Officer
                                             (Principal Financial Officer)