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: October 4, 2004

                Date of Earliest Event Reported: October 1, 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
 incorporation or organization)       (Commission File Number)                   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

         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 7.01  Regulation FD Disclosure.

           On October 1, 2004, Millennium Chemicals Inc. announced the
convertibility of its convertible senior debentures. Millennium's October 1,
2004 press release regarding its convertible senior debentures is being
furnished with this Current Report on Form 8-K 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.

Item 9.01     Financial Statements and Exhibits.

              (c) Exhibits

              Exhibit      Description
              -------      -----------

              99.1         Press Release issued October 1, 2004


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:  October 4, 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 October 1, 2004

                          STATEMENT OF DIFFERENCES

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