10.24(c)


                                   AMENDMENT
                                     TO THE
              MILLENNIUM CHEMICALS INC. LONG-TERM INCENTIVE PLAN

        WHEREAS, Millennium Chemicals Inc. (the "Company") maintains the
Millennium Chemicals Inc. Long-Term Incentive Plan (effective as of October 1,
1995) (the "Plan");

        WHEREAS, pursuant to Section 22 of the Plan, the Board of Directors
of the Company (the "Board") reserves the right to amend the Plan;

        WHEREAS, the Board previously approved the "Termination Amendment" to
the Plan effective as of October 23, 1997 (the "Termination Amendment"); and

        WHEREAS, the Board desires to amend the Plan;

        NOW, THEREFORE, effective as of January 1, 1998, the Plan is amended as
follows:

        1. Section 3 of the Termination Amendment of the Plan is amended by
adding the following sentence to the end thereof:

    Other than with respect to any participant in the 1996 Millennium
    Petrochemicals Inc. Plan, in lieu of any Award being distributed to a
    Participant pursuant to the previous sentence of this Section 3, a
    Participant may elect to have all or any part of such Award deferred under
    the Millennium Chemicals Inc. Salary and Bonus Deferral Plan and be subject
    to the terms of such plan (the "Deferred Award"); provided, however, that
    such Deferred Award shall continue to be subject to the forfeiture
    provisions of Section 11 of the Plan.

        2. In all other respects, the Plan is hereby ratified and confirmed.

        IN WITNESS WHEREOF, this amendment has been executed the 23rd day of
January, 1998.

                                         MILLENNIUM CHEMICALS INC.


                                         By: [ILLEGIBLE]
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