EXHIBIT 23.1(a)
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We  hereby consent to the  use in the Prospectus  constituting part of this
Registration Statement on Form S-1 of (i) our report dated July 2, 1996,  except
as to the subsequent events described in Notes 12 and 13 which are as of October
30,  1996, relating to the combined financial statements of Millennium Chemicals
Inc., (ii)  our  report dated  October  29,  1993 related  to  the  consolidated
financial statements of Quantum Chemical Corporation, and (iii) our report dated
July  2, 1996 related  to the financial statement  of Millennium Chemicals Inc.,
all of which appear in  such Prospectus. We also  consent to the application  of
the  report on the combined financial statements of Millennium Chemicals Inc. to
the Financial Statement Schedule for the year ended December 31, 1995, the three
months ended December  31, 1994 and  the two  fiscal years in  the period  ended
September  30, 1994 listed under Item  16(b) of this Registration Statement when
such schedule is read in conjunction  with the financial statements referred  to
in  our  report.  The audits  referred  to  in such  report  also  included this
schedule. We also consent to the reference to us under the heading 'Experts'  in
the Prospectus.
 
PRICE WATERHOUSE LLP
 
Morristown, NJ
November 20, 1996