4 1 ral4.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 [X] Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ________________________________________________________________________________ 1. Name and Address of Reporting Person* Lamond Richard A. -------------------------------------------------------------------------------- (Last) (First) (Middle) Millennium Chemicals Inc. 200 International Circle, Suite 2000 -------------------------------------------------------------------------------- (Street) Hunt Valley MD 21030 -------------------------------------------------------------------------------- (City) (State) (Zip) ________________________________________________________________________________ 2. Issuer Name and Ticker or Trading Symbol Millennium Chemicals Inc. (MCH) ________________________________________________________________________________ 3. IRS Identification Number of Reporting Person, if an Entity (Voluntary) ________________________________________________________________________________ 4. Statement for Month/Year May 2002 ________________________________________________________________________________ 5. If Amendment, Date of Original (Month/Year) ________________________________________________________________________________ 6. Relationship of Reporting Person to Issuer (Check all applicable) [_] Director [_] 10% Owner [X] Officer (give title below) [_] Other (specify below) Senior Vice President - Human Resources and Administration ________________________________________________________________________________ 7. Individual or Joint/Group Filing (Check applicable line) [X] Form filed by one Reporting Person [_] Form filed by more than one Reporting Person ________________________________________________________________________________ ================================================================================ Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned ================================================================================

* If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v). Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Print or Type Response) (Over) FORM 4 (continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) ================================================================================

Explanation of Responses: 1. Represents the value of the Reporting Person's Company Stock Fund Account in the Company's 401(k) plan as of May 31, 2002, expressed as share equivalents. As of such date, approximately 98% of the Company Stock Fund was invested in Company Common Stock, and the remainder was invested in cash. 2. Represents shares of restricted stock granted to the Reporting Person on October 23, 1997 and April 22, 1998 under the Issuer's Long-Term Stock Incentive Plan which may vest over the next three years. 3. Represents shares directly owned by the Reporting Person's son. The Reporting Person disclaims beneficial ownership. 4. Represents amounts allocated to, and the total holdings in, the Reporting Person's Company Stock Fund Account in the Company's Supplemental Savings and Investment Plan as of May 31, 2002, expressed as share equivalents. 5. Represents shares acquired for the Reporting Person's account under the Company's Salary and Bonus Deferral Plan. The shares allocated to the Reporting Person's account on the specified transaction dates were acquired by the plan trustee at various times and prices, resulting in the average prices indicated in the "Price" column. 6. Represents an option granted to the Reporting Person on April 22, 1997 under the Issuer's Long Term Stock Incentive Plan to purchase 5,000 shares of the Issuer's Common Stock at $18.00 per share. 7. Represents an option granted to the Reporting Person on May 18, 2001 under the Issuer's Omnibus Incentive Compensation Plan to purchase 25,000 shares of the Issuer's Common Stock at $16.87 per share. 8. Represents an option granted to the Reporting Person on January 24, 2002 under the Issuer's Omnibus Incentive Compensation Plan to purchase 36,000 shares of the Issuer's common Stock at $12.24 per share. --------------------------------------------- ----------------------- **Signature of Reporting Person Date ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Page 2

LAMOND RICHARD A 4