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                                                                     Exhibit 4.7



                             RESTRICTED STOCK GRANT
                             ----------------------

                         PURSUANT TO THE TERMS OF THE

            LYONDELL CHEMICAL COMPANY 1999 LONG-TERM INCENTIVE PLAN
            -------------------------------------------------------


  1.  GRANT OF RESTRICTED SHARES.  Lyondell Chemical Company, a Delaware
corporation ("Company"), hereby grants, effective as of ________________, ____,
to _____________________ ("Participant") all rights, title and interest in the
record and beneficial ownership of _______________ shares (the "Restricted
Shares") of common stock, $1.00 par value per share, of Company ("Company
Stock") subject to the conditions described in Paragraph 3 as well as the other
provisions of this grant of Restricted Stock (the "Restricted Stock Grant").
The Restricted Shares are granted pursuant to the Lyondell Chemical Company 1999
Long-Term Incentive Plan (as amended and in effect from time to time, the
"Plan") and are subject to the provisions of the Plan, which is hereby
incorporated herein and is made a part hereof, as well as the provisions of this
document.  By acceptance of this Restricted Stock Grant, Participant agrees to
be bound by all of the terms, provisions, conditions and limitations of the Plan
as implemented by this Restricted Stock Grant.  All capitalized terms have the
meanings set forth in the Plan unless otherwise specifically provided.

  2.  CUSTODY OF RESTRICTED SHARES.  Upon satisfaction of the vesting conditions
set forth in Paragraph 3, Company shall issue and deliver to Participant a
certificate or certificates for such number of Restricted Shares as are required
to be issued and delivered under this Restricted Stock Grant unless Participant
elects to hold such shares on an uncertificated basis through the Company's
stock transfer agent or such other agent as the Company may from time to time
designate.  Prior to the satisfaction of such vesting conditions or the
occurrence of such events, the Restricted Shares may not be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of, and shall be held in
custody by the Company until such time as the restrictions on their transfer
have lapsed.

  3.  VESTING.  The total number of Restricted Shares subject to this Restricted
Stock Grant shall vest on [DESCRIBE SCHEDULE] or, if earlier, the date of the
Retirement, death or Disability of Participant, or occurrence of a Change of
Control.  Should Participant's employment with Company and any Subsidiaries
terminate prior to the earlier of [DESCRIBE SCHEDULE], or the date of any Change
of Control for any reason other than Retirement, death or Disability of
Participant, Participant shall forfeit the right to receive the Restricted
Shares.

      For vesting purposes Retirement means a termination of employment
initiated voluntarily by the Participant (i) on or after age 65 or (ii) on or
after age 55 with 10 years of participation service as credited under the
Company's qualified defined benefit pension plan. Disability means a permanent
and total disability as defined in the Company's Executive Long-Term Disability
Plan.

  4.  OWNERSHIP RIGHTS.  Subject to the restrictions set forth herein,
Participant is entitled to voting rights and to the right to receive any cash
dividends that may be paid on Restricted Shares, whether or not vested.

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  5.  REORGANIZATION OF COMPANY AND SUBSIDIARIES.  The existence of the
restricted Stock Grant shall not affect in any way the right or power of Company
or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in Company's capital
structure or its business, or any merger or consolidation of Company or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Restricted Shares or the rights thereof, or the dissolution or
liquidation of Company, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

  6.  NO GUARANTEE OF EMPLOYMENT.  This Restricted Stock Grant shall not confer
upon Participant any right with respect to continuance of employment or other
service with Company or any Subsidiary, nor shall it interfere in any way with
any right Company or any Subsidiary would otherwise have to terminate such
Participant's employment or other service at any time.

  7.  WITHHOLDING OF TAXES.  The Company shall have the right to take such
action as may be necessary or appropriate to satisfy any tax withholding
obligations.



                                     LYONDELL CHEMICAL COMPANY



                                     _____________________________________
                                     By:__________________________________
                                     Printed Name:________________________
                                     Title:_______________________________

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ACKNOWLEDGMENT


  The undersigned, _________________________, grantee of the award of Restricted
Shares pursuant to this Agreement, hereby acknowledges receipt of a copy of this
Agreement and understands that his rights in respect of the Restricted Shares
may be forfeited as provided in this Agreement.

  Dated ______________, 1999


                                        PARTICIPANT

                                        ____________________________________
                                             Printed

  Name:________________________



  As the Restricted Shares vest, Participant is entitled to receive a
certificate representing such vested shares. Alternatively, Participant may
elect to hold such shares on an uncertificated basis through the Company's stock
transfer agent. UNCERTIFICATED SHARES ARE FULLY TRANSFERRABLE AND CARRY THE SAME
RIGHTS OF OWNERSHIP AS CERTIFICATED SHARES. Please elect one of the two options
listed below with respect to the shares subject to this grant.

_________   I hereby elect to hold my vested shares on an uncertificated basis
            through the Company's stock transfer agent. I understand that I am
            entitled to quarterly statements of my account status, to receive
            dividends and all other relevant tax and other reports with respect
            to such shares and to request a certificate or certificates
            evidencing the shares.

_________   I hereby elect to receive certificates evidencing my vested shares.


                                        PARTICIPANT


                                        ____________________________________
                                        Printed Name:________________________


If Participant fails to elect one of the alternatives, the shares will held for
Participant on an uncertificated basis.

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