Exhibit 10.5



                        RESTRICTED STOCK UNIT AWARD UNDER
                            THE CYTEC INDUSTRIES INC.
                       1993 STOCK AWARD AND INCENTIVE PLAN

                                                                   March 1, 2005

Mr. W. N. Arvin
12 Michelle Way
Pine Brook, NJ 07058

Units of Restricted Stock:  2000
                            ----

Dear Employee:

     You have  been  granted  by the  Compensation  and  Management  Development
Committee (the  "Committee") of the Board of Directors of Cytec  Industries Inc.
(the "Company") 2000 Restricted Stock Units.  This award is subject to the terms
and  conditions  hereof and of the Company's 1993 Stock Award and Incentive Plan
(the "Plan"). Restricted Stock Units are awarded pursuant to Section 6(e) of the
Plan.

     (1)  Subject to Paragraphs (7), (8) and (9) below, this award of Restricted
Stock Units shall vest as follows:  667 Restricted Stock Units on March 1, 2006,
667 Restricted  Stock Units on March 1, 2007 and 666  Restricted  Stock Units on
March 1, 2008.

     (2)  Promptly after the date any of the  Restricted  Stock Units covered by
this award vest, the Company will pay to you the value of such Restricted  Stock
Units determined as follows:  multiply the number of such Restricted Stock Units
by the sum of (x) and (y) where (x) is the  arithmetical  average of the closing
sales price per share of the Company's  common stock, par value $0.01 per share,
on the national  securities  exchange on which such stock is principally traded,
for each day on which such stock exchange was open for trading during the thirty
calendar  days  immediately  preceding the date of vesting and (y) is the sum of
any cash dividends  paid on a share of the Company's  common stock from the date
of this award through the vesting date. After the Company has paid you the value
of such Restricted Stock Units, they shall be of no further force and effect.

     (3)  The  Restricted  Stock Units may not be sold,  assigned,  transferred,
pledged, hypothecated or otherwise disposed of; and neither any interest therein
or under the Plan may be assigned; and any attempted assignment shall be void.

     (4)  No cash  dividends  will be paid or earned on  outstanding  Restricted
Stock Units.

     (5)  The Restricted Stock Units do not have any voting rights.



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Restricted Stock Unit Award -
March 1, 2005

     (6)  Any stock of the  Company or any of its  subsidiaries  distributed  in
connection with a stock split, stock dividend, recapitalization or other similar
transaction shall be deemed to be part of the Restricted Stock Unit and included
in the valuation of the Restricted Stock Unit on its vesting date.

     (7)  On  termination  of your  employment  with the  Company  or any of its
subsidiaries  for any  reason  all  unvested  Restricted  Stock  Units  shall be
forfeited,  except as provided in paragraph (8) below or except as the Committee
shall otherwise determine.

     (8)  If your  employment  with the  Company or a  subsidiary  or  affiliate
terminates  by reason of your (i)  death,  (ii)  disability  as  defined  in the
Company's  Long-Term  Disability  Plan,  (iii)  retirement on or after your 60th
birthday,  or (iv) under other  circumstances  determined by the Committee to be
not contrary to the best  interest of the  Company,  then any  Restricted  Stock
Units that vest within twelve months after the  termination  of your  employment
shall not be  forfeited by reason of such  termination  of  employment.  Nothing
contained in this paragraph shall preclude the Company (with the approval of the
Committee)  and you from  agreeing  in writing  as to the  portion of your award
which is not forfeited by reason of the termination of your employment.

     (9)  As provided in the Plan,  upon the occurrence of a "change in control"
all unvested (and not previously forfeited or terminated) Restricted Stock Units
shall  immediately  vest.  Upon  such  occurrence,  the  value  of  such  vested
Restricted  Stock Units as  determined in  accordance  with  paragraph 2 of this
Award shall be paid to you promptly.

     (10) Nothing in this Award shall confer on you any right to continue in the
employ of the Company or any of its  subsidiaries  or affiliates or interfere in
any way  with  the  right of the  Company  or any  subsidiary  or  affiliate  to
terminate your employment at any time.

     (11) You agree to pay the  Company  promptly,  on demand,  any  withholding
taxes due in respect of the Awards made  hereunder.  The Company may deduct such
withholding  taxes from any amounts owing to you by the Company or by any of its
subsidiaries  or  affiliates,  including  from any proceeds of Restricted  Stock
Units payable to you.

     In the event of any conflict  between the terms of this  Agreement  and the
provisions of the Plan, the provisions of the Plan shall govern.



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Restricted Stock Unit Award -
March 1, 2005



     If you accept the terms and conditions set forth in this Agreement,  please
execute the enclosed  copy of this letter where  indicated and return it as soon
as possible, at which time the award shall become effective.

                                             Very truly yours,

                                             CYTEC INDUSTRIES INC.


                                             BY: /s/ J.E. Marosits
                                                 -----------------------
                                                 J.E. Marosits
                                                 Secretary - Compensation
                                                 and Management
                                                 Development Committee
Enc.

ACCEPTED:


 /s/ William N. Avrin
--------------------------------
Employee Name:  William N. Arvin
Social Security No. ###-##-####
Date:



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