Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                          Date of Report: May 17, 2004

                  Date of Earliest Event Reported: May 17, 2004

                            MILLENNIUM CHEMICALS INC.
             (Exact name of registrant as specified in its charter)

              Delaware                              1-12091                               22-3436215
  (State or other jurisdiction of                                               (I.R.S. Employer Identification Number)
   incorporation or organization)          (Commission File Number)

                                          20 Wight Avenue, Suite 100
                                         Hunt Valley, Maryland 21030
                                    (Address of principal executive offices)

Registrant's telephone number, including area code: (410) 229-4400

Item 7.  Financial Statements and Exhibits.

         Exhibit      Description
         -------      -----------
         99.1         Press Release issued May 14, 2004

Item 9.  Regulation FD Disclosure.

         On May 14, 2004, Millennium Chemicals issued the press release
furnished as Exhibit 99.1. The foregoing press release shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that Section.

         The information in this Current Report on Form 8-K shall not be
incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing. Exhibit 99.1 contains
certain "non-GAAP financial measures." The reasons for using non-GAAP financial
measures are explained on pages 3 and 4 of our Annual Report on Form 10-K for
the year ended December 31, 2003, as amended.

Item 12.  Results of Operations and Financial Condition.

          This press release is being furnished pursuant to Item 9 and Item 12.


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:  May 17, 2004                   MILLENNIUM CHEMICALS INC.
                                       By: /s/ C. William Carmean
                                       C. William Carmean
                                       Senior Vice President, General Counsel &

                                  EXHIBIT INDEX

Exhibit              Description
-------              -----------
99.1       Press release issued May 14, 2004

                           STATEMENT OF DIFFERENCES

Characters normally expressed as subscript shall be preceded by..............[u]