SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                             FORM 12B-25

                              Commission File Number: 333-13143

                     NOTIFICATION OF LATE FILING

  (Check One): [ ] Form 10-K [X] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR

     For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
     For the Transition Period Ended:
     Read attached instruction sheet before preparing form. Please
print or type.

     Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.

     If the notification relates to a portion of the filing check
above, identify the item(s) to which the notification relates:


                                PART I
                        REGISTRANT INFORMATION

Full name of registrant:      MILLENNIUM SAVINGS & INVESTMENT PLAN

Former name if applicable:
QUANTUM CHEMICAL RETIREMENT SAVINGS & INVESTMENT PLAN

Address of principal executive office (Street and number):
c/o MILLENNIUM CHEMICALS INC., 230 Half Mile Road, P.O. Box 7015

City, state and zip code: Red Bank, New Jersey 07701






                               PART II
                       RULE 12-b-25 (b) AND (c)

     If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate.)   [X]

     (a)  The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;

     (b)  The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.

                               PART III
                              NARRATIVE

     State below in reasonable detail the reasons why Form 10-K,
11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period.  (Attach extra
sheets if needed):

     Prior to June 1, 1998, the Millennium Savings and Investment
Plan (the "Plan") was a participant in the Millennium Chemicals Inc.
Retirement Savings and Investment Trust (the "Master Trust") along
with the Quantum Chemicals Retirement Savings and Investment Plan
for Hourly Employees (the "Quantum Hourly Plan").  In December 1997,
Millennium Chemicals, Inc. (the "Company") entered into a joint
venture at which time approximately 55% of the participants in the
Plan became employees of the joint venture.  On June 1, 1998, the
Plan assets related to the employees of the joint venture were
transferred out of the Master Trust to a separate trust maintained
by the joint venture together with the entire Quantum Hourly Plan.
Also, effective June 1, 1998 the remaining assets of the Plan were
transferred to a new trust.  As a result of the transfers of assets
from the Master Trust, the Company, its recordkeeper and the
successor trustee of the Plan are in the process of reconciling
certain information with respect to the value of assets transferred
from the Master Trust.  Accordingly, audited financial statements
are not yet available in order to complete the Form 11-K for the
Plan for the year ended December 31, 1998.

                               PART IV
                          OTHER INFORMATION

     (1)  Name and telephone number of person to contact in regard
to this notification:

C. William Carmean            (732)          933-5000
     (Name)                   (Area Code)    (Telephone Number)

     (2)  Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed?  If the answer is no, identify report(s).

                                        Yes [X]  No [ ]

     (3)  Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
                                        Yes [ ]  No [X]

     If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.

                 MILLENNIUM SAVINGS & INVESTMENT PLAN

             (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: June 30, 1999                By:  /s/ John E. Lushefski
                                   John E. Lushefski
                                   Member, Benefits Committee