MILLENNIUM CHEMICALS INC
8-K, 1996-10-02
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
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                     SECURITIES AND EXCHANGE COMMISSION
                           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 (Date of Earliest Event Reported):  October 1, 1996

                         MILLENNIUM CHEMICALS INC.
- ---------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)

                                  Delaware
- ---------------------------------------------------------------------------
                  (State or Other Jurisdiction of Incorporation) 

            1-12091                                    22-3436215
- ------------------------------            -----------------------------------
      (Commission File Number)            (I.R.S. Employer Identification No.)

             99 Wood Avenue South
             Iselin, New Jersey                                08830
- ---------------------------------------------          --------------------
    (Address of Principal Executive Offices)                (Zip Code)

                               (908) 603-6600
- ---------------------------------------------------------------------------
           (Registrant's Telephone Number, Including Area Code)


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

                                                                Page 1 of 5
                                                    Exhibit Index on Page 4
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     ITEM 5.   OTHER EVENTS.

               On October 1, 1996, the demerger of Millennium
     Chemicals Inc. (the "Company") from Hanson PLC was completed, and
     on October 2, 1996, the Company's common stock commenced "regular
     way" trading on the New York Stock Exchange under the symbol
     "MCH".  A copy of the press release issued by the Company on
     October 2, 1996 in connection with the foregoing is filed as an
     exhibit to this Current Report and is incorporated by reference
     herein.

     ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
     AND EXHIBITS.

          (c)  Exhibits

          99   Press Release issued by the Company on October 2, 1996.



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                                 SIGNATURES

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



                              MILLENNIUM CHEMICALS INC.



     October 2, 1996          By: /s/ George H. Hempstead, III   
                                 --------------------------------
                              Name:   George H. Hempstead, III
                              Title:  Senior Vice President --
                                      Law and Administration
 










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                                  EXHIBITS


     EXHIBIT NO.              EXHIBIT
     -----------              -------

     99        Press Release issued by the Company on October 2, 1996.









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     NYFS02...:\13\51513\0225\1664\FRM0016L.460


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     _________________________________________________________________
     Millennium                         99 Wood Avenue South
     Chemicals Inc.                     PO Box 7050
                                        Iselin, NJ 08830
                                        Main Telephone (908) 603-6600
                                        Main Fax (908) 603-6878
     ________________________________________________________________


     NEWS RELEASE

     Contact:  Mickey Foster
               Vice President - Investor Relations
               (908) 603-6777

                                                      FOR IMMEDIATE RELEASE
                                                      ---------------------

                   MILLENNIUM CHEMICALS COMMENCES NYSE TRADING
                   -------------------------------------------
     ISELIN, NEW JERSEY and LONDON, ENGLAND, October 2, 1996 - Millennium
     Chemicals Inc. will today commence "regular way" trading on the New
     York Stock Exchange under the symbol "MCH".  The spin-off of
     Millennium from Hanson PLC became effective yesterday.  Millennium is
     a major international diversified chemical company with revenues in
     excess of $3 billion in 1995.

     "We are enthusiastic about the opportunity that our independence
     presents to create value for shareholders," said William M. Landuyt,
     Chairman and Chief Executive Officer of Millennium Chemicals.  "We
     intend to grow both internally - especially through international
     expansion -- and by selective small acquisitions.  We are well
     positioned with excellent technology throughout our businesses.  Our
     strategy will combine aggressive growth in speciality and intermediate
     chemicals and enhancement of our leading market positions in all our
     lines of business."

     Millennium Chemicals Inc. is a major international chemicals company,
     with leading market positions in a broad range of commodity,
     industrial, performance and specialty chemicals.  Millennium was
     formed as a result of a spin-off from Hanson PLC, a UK public company,
     on October 1, 1996.

     Millennium Chemical Inc. is

     *    the largest producer of polyethylene products in the United
          States;

     *    the second largest producer of titanium dioxide (Ti02) in the
          United States and the third largest in the world;

     *    the second largest producer of acetic acid and vinyl acetate
          monomer in the United States;

     *    a leading producer of high value-added specialty polymers, color
          concentrates and polymeric powders and other products, including
          titanium tetrachloride, cadmium/selenium pigments and silica gel;
          and   

     *    a leading producer of fragrance and flavor chemicals.

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