EXHIBIT 10.20(d)
AMENDMENT NUMBER 3 DATED JANUARY 22, 1999 TO THE MILLENNIUM
CHEMICALS INC. 1996 LONG TERM INCENTIVE PLAN

                             AMENDMENT NUMBER THREE
                                     TO THE
                        ANNUAL PERFORMANCE INCENTIVE PLAN

          WHEREAS,  Millennium  Chemicals  Inc.  (the  "Company")
maintains  the  Millennium   Chemicals  Inc.  Annual  Performance
Incentive Plan, effective as of October 1, 1996 (the "Plan");

          WHEREAS, pursuant to Section 10 of the Plan, the Board of Directors of
the Company (the "Board") reserved the right to amend the Plan; and

          WHEREAS, the Board desires to amend the Plan.

          NOW,  THEREFORE,  effective as of January 1, 1999,  the
Plan is amended as follows:

          1. The definition of "Change in Control" in Exhibit A to the Plan is
             amended by deleting Subsection (iv) of such definition in its
             entirety and substituting the following in lieu thereof:

          (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or the closing of the sale or disposition by the
Company of all or substantially all of the Company's assets other than the sale
or disposition of all or substantially all of the assets of the Company to one
or more Subsidiaries (as defined below) of the Company or to a person or persons
who beneficially own, directly or indirectly, at least fifty percent (50%) or
more of the combined voting power of the outstanding voting securities of the
Company at the time of the sale or disposition. "Subsidiary" shall have the
meaning set forth in Section 424 of the Code and the term shall also include any
partnership, limited liability company or other business entity if the Company
owns, directly or indirectly, securities or other ownership interests
representing at least fifty percent (50%) of the ordinary voting power or equity
or capital interests of such entity. Notwithstanding any of the foregoing, the
formation of Equistar Chemicals, LP ("Equistar") and the contribution of assets
by Millennium Petrochemicals Inc. to Equistar on December 1, 1997 shall not
constitute a Change in Control, and the sale or disposition of all or any part
of the Company's interests in Equistar shall not constitute a Change in Control.

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

          IN WITNESS WHEREOF, this amendment has been executed this 22nd day of
January, 1999.

                              MILLENNIUM CHEMICALS INC.

                              By:________________________
                              George H. Hempstead, III
                              Senior Vice President