8-K/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report: July 31, 2002
(Date of earliest event reported)
  
Millennium Chemicals Inc.
(Exact Name of Registrant as Specified in Charter)
  
Delaware
(State of Incorporation)
 1-12091
(Commission
File Number)
 22-3436215
(I.R.S. Employer
Identification No.)
  
230 Half Mile Road
Red Bank, New Jersey 07701
(Address of Principal Executive Offices)
 07701
(Zip Code)

Registrant’s Telephone Number, including area code (732) 933-5000

(Former Name or Former Address, if Changed Since Last Report)


Item 9. Regulation FD Disclosure.

On July 31, 2002, the registrant presented the slides furnished as Exhibit 99.3 as part of their investor presentation.

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized.


Dated: August 1, 2002


    MILLENNIUM CHEMICALS INC.
           


By:  


/s/ C. William Carmean
——————————
      C. William Carmean
      Senior Vice President,
      General Counsel and Secretary

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