<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1996
 
                                                       REGISTRATION NO. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ----------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ----------------
                         LYONDELL PETROCHEMICAL COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                               ----------------
                DELAWARE                               95-4160558
      (STATE OR OTHER JURISDICTION                  (I.R.S. EMPLOYER
   OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)
                               ----------------
                              1221 MCKINNEY STREET
                        SUITE 1600, HOUSTON, TEXAS 77002
                                 (713) 652-7200
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                               ----------------
                                KERRY A. GALVIN
                         LYONDELL PETROCHEMICAL COMPANY
                             1221 MCKINNEY STREET,
                                   SUITE 1600
                              HOUSTON, TEXAS 77002
                                 (713) 652-7200
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                               ----------------
                                WITH COPIES TO:
                              JOHN W. WHITE, ESQ.
                            CRAVATH, SWAINE & MOORE
                                WORLDWIDE PLAZA
                               825 EIGHTH AVENUE
                            NEW YORK, NEW YORK 10019
                                 (212) 474-1732
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
 
  If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
 
  If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
 
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
                               ----------------
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                PROPOSED     PROPOSED              
                                                 MAXIMUM     MAXIMUM                 
                                   AMOUNT       OFFERING    AGGREGATE    AMOUNT OF   
     TITLE OF EACH CLASS OF         TO BE         PRICE      OFFERING   REGISTRATION 
  SECURITIES TO BE REGISTERED    REGISTERED    PER UNIT(1)   PRICE(1)       FEE
------------------------------------------------------------------------------------
<S>                            <C>             <C>         <C>          <C>
Debt Securities..........      $300,000,000(2)    100%     $300,000,000   $103,449
------------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
(1) Estimated solely for purpose of computing the registration fee.
(2) The aggregate amount registered reflects the offering price rather than the
    principal amount of any Debt Securities issued at a discount.
                               ----------------
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
 
                 SUBJECT TO COMPLETION, DATED JANUARY 31, 1996
 
PROSPECTUS
 
                 [LOGO OF LYONDELL PETROCHEMICAL APPEARS HERE]
 
                                DEBT SECURITIES
 
                                  -----------
 
  Lyondell Petrochemical Company ("Lyondell" or the "Company") may offer and
issue from time to time debt securities (the "Debt Securities") with an
aggregate initial offering price of $300,000,000 (or the equivalent thereof in
one or more foreign currencies or composite currencies). The Debt Securities
may be sold for U.S. dollars or one or more foreign or composite currencies,
and the principal of and any interest on the Debt Securities may likewise be
payable in U.S. dollars or one or more foreign or composite currencies.
 
  The Debt Securities will be offered to the public on terms determined by
market conditions at the time of sale. The Debt Securities may be issued in one
or more series with the same or various maturities at par or a premium or with
an original issue discount. The specific designation, aggregate principal
amount, currency, purchase price, maturity, rate or method of calculation of
interest and time of payment thereof, whether such Debt Securities are to be
issued in book-entry form, redemption, pre-payment or sinking fund provisions,
any other specific terms, and any listing on a securities exchange of Debt
Securities in respect of which this Prospectus is being delivered (the "Offered
Debt Securities") will be set forth in an accompanying prospectus supplement
(the "Prospectus Supplement") together with the terms of offering of the
Offered Debt Securities.
 
                                  -----------
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES AND
EXCHANGE COMMISSION OR  ANY STATE SECURITIES COMMISSION NOR  HAS THE SECURITIES
AND  EXCHANGE COMMISSION  OR ANY  STATE SECURITIES COMMISSION  PASSED UPON  THE
 ACCURACY OR ADEQUACY  OF THIS PROSPECTUS. ANY  REPRESENTATION TO THE CONTRARY
 IS A CRIMINAL OFFENSE.
 
                                  -----------
 
  The Debt Securities may be sold directly by the Company, through agents
designated from time to time, through underwriting syndicates represented by
managing underwriters, by underwriters without a syndicate, or by dealers. See
"Plan of Distribution". If any agents of the Company or any underwriters are
involved in the sale of the Offered Debt Securities, the names of such agents
or underwriters and any applicable commissions or discounts will be set forth
in the Prospectus Supplement. The net proceeds to the Company from such sale
also will be set forth in the Prospectus Supplement.
 
                                  -----------
 
                The date of this Prospectus is           , 1996.
<PAGE>
 
                             AVAILABLE INFORMATION
 
  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission may
be inspected and copied at the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and New York Regional
Office, Seven World Trade Center, New York, New York 10048. Copies of such
material may also be obtained from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, at prescribed rates. Certain Securities of the Company
are listed on the New York Stock Exchange. The Company's registration
statements, reports, proxy statements and other information may also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
 
  This Prospectus, which constitutes a part of a registration statement on Form
S-3 (the "Registration Statement") filed by the Company with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"), omits
certain of the information set forth in the Registration Statement. Reference
is hereby made to the Registration Statement and to the exhibits thereto for
further information with respect to the Company and the securities offered
hereby. Statements contained herein concerning the provisions of such documents
are necessarily summaries of such documents, and each such statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
 
  The Company is incorporated in Delaware, and its principal executive offices
are located at 1221 McKinney Street, Suite 1600, Houston, Texas 77002
(telephone: (713) 652-7200).
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The Company incorporates herein by this reference the following documents
filed pursuant to the Exchange Act (File No. 1-10145), which also have been
filed with the Commission:
 
    (a) The Company's Annual Report on Form 10-K for the year ended December
  31, 1994.
 
    (b) The Company's Quarterly Reports on Form 10-Q for the quarterly
  periods ended March 31, 1995, June 30, 1995 and September 30, 1995.
 
    (c) The Company's Current Reports on Form 8-K dated May 1, 1995, (as
  amended by Form 8-K/A dated June 26, 1995), December 8, 1995 and January
  31, 1996.
 
    (d) The Company's Registration Statement on Form 8-A dated December 8,
  1995.
 
  All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of the Registration Statement
and this Prospectus to the extent that a statement contained herein or in any
other subsequently filed incorporated document or in any accompanying
prospectus supplement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
 
  Copies of all documents incorporated herein by reference other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference) will be provided without charge to each person who receives a copy
of this Prospectus upon request to the Company, 1221 McKinney Street, Suite
1600, Houston, Texas 77002, Attention: Assistant Secretary (telephone: (713)
652-7200).
 
<PAGE>
 
                         LYONDELL PETROCHEMICAL COMPANY
 
COMPANY OVERVIEW
 
  Lyondell is a leading manufacturer and marketer of petrochemicals and,
through its interest in LYONDELL-CITGO Refining Company Ltd. ("LCR"), of
refined petroleum products. The Company's corporate headquarters and
manufacturing facilities are located in the Houston, Texas area.
 
  The Company produces a wide variety of petrochemicals, including olefins
(primarily ethylene, propylene and butadiene), polyolefins (high-density
polyethylene, low density polyethylene and polypropylene), methanol, MTBE
(methyl tertiary butyl ether) and aromatics. Lyondell's petrochemical products
are used in the manufacture of other chemicals and products which in turn are
used in the production of a wide variety of consumer and industrial products.
 
  The Company's refining business is conducted through its approximate 90
percent interest in LCR, which operates the eighth largest refinery in the
United States (the "Refinery"). LCR sells substantially all of the gasoline,
jet fuel and heating oil it produces to CITGO Petroleum Corporation ("CITGO"),
which currently has an approximate 10 percent interest in LCR. In turn, LCR has
a long-term crude oil supply contract with Lagoven, an affiliate of PDVSA, the
National Oil Company of Venezuela. Both CITGO and Lagoven are subsidiaries of
PDVSA. LCR is currently undertaking an upgrade project at the Refinery. The
cost estimate for the upgrade project, previously estimated at $980 million, is
currently undergoing further study and could be increased. The revised cost
estimate will depend on a number of factors, including the impact of scheduling
decisions. Any increase is expected to be less than 10%. If total spending on
the upgrade project exceeds $1 billion, Lyondell expects to fund one-half of
these additional costs. LCR also produces fuel oil and aromatics, as well as
lubricants for the transportation, oil drilling and food processing industries.
 
  Lyondell was originally created by Atlantic Richfield Corporation ("ARCO") as
a separate division (the "Lyondell Division") in 1985 through the combination
of certain of the operations of its petrochemical complex in Channelview, Texas
and the Refinery. Effective July 1, 1988, ARCO transferred substantially all
the assets and liabilities relating to the integrated petrochemical and
petroleum processing business of the Lyondell Division to a wholly-owned
subsidiary incorporated under the laws of the state of Delaware. In February
1990, the Company acquired a polypropylene plant and a low density polyethylene
plant located in Pasadena, Texas. On July 1, 1993, the Company and CITGO
announced the commencement of operations of LCR, a new entity formed and owned
by the Company and CITGO in order to own, operate and upgrade the Company's
refining business. In May 1995, the Company acquired Occidental Chemical
Corporation's Alathon high-density polyethylene ("HDPE") business. Assets
involved in this acquisition included resin production facilities in Matagorda
and Victoria, Texas, related research and development activities and the rights
to the Alathon trademark.
 
  In exchange for the initial transfer of petrochemical and refining assets and
liabilities in 1988, Lyondell issued ARCO additional shares of its Common
Stock, bringing ARCO's stock ownership to 80,000,000 shares, which represented
all of the then outstanding Common Stock. In January 1989, ARCO completed an
initial public offering of shares of Lyondell's Common Stock, and ARCO
currently owns 39,921,400 shares, or 49.9 percent of the outstanding shares. In
August 1994, ARCO completed an offering of three-year debt securities
("Exchangeable Notes") exchangeable pursuant to the terms of the Exchangeable
Notes upon maturity, at ARCO's option, into Lyondell Common Stock or cash with
an equal value. If ARCO elects to deliver shares of Lyondell Common Stock at
the maturity of the Exchangeable Notes, ARCO's equity interest in Lyondell will
be substantially reduced or eliminated, depending on the price of Lyondell
Common Stock at such time
 
                                       3
<PAGE>
 
                                USE OF PROCEEDS
 
  Proceeds to be received from the sale of the Debt Securities offered hereby
will be used, together with internally generated funds, for general corporate
purposes, including capital expenditures and retirement of maturing debt. Any
specific allocation of the proceeds to a particular purpose that has been made
as of the date of any Prospectus Supplement will be described therein. If
additional funds are required, they may be provided out of the Company's cash
resources or from the proceeds of the sale of other securities or other
borrowings. Pending ultimate application, the proceeds from the sale of the
Debt Securities will be used to reduce short-term debt or will be invested in
marketable securities.
 
                       RATIO OF EARNINGS TO FIXED CHARGES
 
  The following table sets forth the ratio of earnings to fixed charges for the
Company for the five years ended December 31, 1995:
 
                             YEAR ENDED DECEMBER 31
                          -----------------------------                
<TABLE>
                          <S>   <C>   <C>   <C>    <C>
                          1995  1994  1993  1992   1991
                          6.8   4.8   1.2   1.4    5.0
</TABLE>
 
  For the purposes of calculating the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes and cumulative effect of
accounting changes plus fixed charges (excluding capitalized interest). "Fixed
charges" include interest expense, capitalized interest, amortization of debt
issuance costs and a portion of operating lease rent expense deemed to be
representative of interest.
 
                         DESCRIPTION OF DEBT SECURITIES
 
  The Debt Securities will be unsecured obligations issued under an indenture
dated as of January 29, 1996 (the "1996 Indenture") between Lyondell and Texas
Commerce Bank National Association, as Trustee. A copy of the 1996 Indenture is
an exhibit to the Registration Statement of which this Prospectus forms a part.
The following statements are subject to the detailed provisions of the 1996
Indenture. Wherever particular provisions of the 1996 Indenture or terms
defined therein are referred to herein or in the Prospectus Supplement, such
provisions or terms are incorporated by reference as a part of the statements
made, and the statements are qualified in their entirety by such reference.
References in italics are to the 1996 Indenture. Capitalized terms not
otherwise defined herein shall have the meanings given to them in the 1996
Indenture.
 
GENERAL
 
  The Debt Securities will rank on a parity with all other unsecured and
unsubordinated debt of the Company. The 1996 Indenture does not limit the
amount of debt, either secured or unsecured, which may be issued by the Company
under the 1996 Indenture or otherwise.
 
  Debt Securities may be issued from time to time from which the Company may
receive up to an aggregate of $300,000,000 of proceeds and which will be
offered to the public on terms determined by market conditions at the time of
sale. The Debt Securities may be issued in one or more series with the same or
various maturities, at par or with an original issue discount.
 
  Reference is made to the Prospectus Supplement for the following terms of the
Debt Securities offered thereby: (i) the designation of and any limit upon the
aggregate principal amount of the Debt Securities; (ii) the percentage of
principal amount at which such Debt Securities will be issued; (iii) the date
on which the Debt Securities will mature; (iv) the currency of denomination of
such Debt Securities, which may be in Dollars or in any foreign currency or
composite currency; (v) the designation of the currency or currencies in which
payment of the principal of, and premium, if any, and interest on such Debt
Securities will be made,
 
                                       4
<PAGE>
 
and whether in the event the currency of denomination is other than Dollars,
payment of the principal of, and premium, if any, or the interest on such Debt
Securities, at the election of a Holder thereof, may instead be payable in the
currency of denomination; (vi) the rate or rates (which may be fixed or
floating) per annum, if any, at which the Debt Securities will bear interest;
(vii) the times at which any such interest will be payable; (viii) any index
used to determine the amounts of payments of principal of, and premium, if any,
and interest on such Debt Securities; (ix) any redemption terms; (x) whether
such Debt Securities are to be issued in book-entry form and, if so, the
identity of the depositary; and (xi) any other specific terms associated with
such Debt Securities.
 
DENOMINATION AND EXCHANGE
 
  The Debt Securities shall be issued in fully registered form unless the
Prospectus Supplement for a particular issue provides otherwise. Any series of
Debt Securities may be issued in whole or in part in a book-entry form. The
Prospectus Supplement relating to a series of Debt Securities which may be
issued in book-entry form will specify the terms and procedures relating
thereto. Unless otherwise set forth in the applicable Prospectus Supplement,
Debt Securities in registered form will be issued in denominations of $1,000
and integral multiples thereof. Principal, premium, if any, and interest, is to
be payable to registered Holders of Debt Securities at the principal office of
the Trustee in New York, New York, or at any paying agency maintained at the
time by the Company for such purpose. At the option of the Company, payment of
interest to registered Holders of Debt Securities may be made by check mailed
to the address of the person entitled thereto as it appears on the register for
Debt Securities. Debt Securities may be presented for registration of transfer
or exchange at such office of the Trustee or at such other location or
locations as may be established pursuant to the 1996 Indenture without any
service charge but subject to the limitations provided in the Indenture.
 
GLOBAL SECURITIES
 
  Debt Securities of a series may be issued in whole or in part in the form of
one or more global Debt Securities that will be deposited with, or on behalf
of, a depositary identified in the Prospectus Supplement relating to such
series. Global Debt Securities may be issued in either registered or bearer
form and in either temporary or permanent form. (Sections 2.02, 2.03 and 2.08)
The specific terms of the depositary arrangement with respect to a series of
Debt Securities and certain limitations and restrictions relating to Debt
Securities in bearer form will be described in the Prospectus Supplement
relating to such series.
 
LIMITATION ON LIENS
 
  The Company agrees that neither it nor any Restricted Subsidiary will issue,
assume or guarantee any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed ("Debt") secured by a mortgage, lien, pledge or
other encumbrance ("Mortgages") upon any Restricted Property without
effectively providing that the Debt Securities (together with, if the Company
so determines, any other indebtedness or obligation then existing or thereafter
created ranking equally with the Debt Securities) shall be secured equally and
ratably with (or prior to) such Debt so long as such Debt shall be so secured,
except that this restriction will not apply to: (a) Mortgages affecting
property of a corporation existing at the time it becomes a Subsidiary or at
the time it is merged into or consolidated with the Company or a Subsidiary;
(b) Mortgages on property existing at the time of acquisition thereof or
incurred to secure payment of all or part of the purchase price thereof or to
secure Debt incurred prior to, at the time of, or within 24 months after the
acquisition for the purpose of financing all or part of the purchase price; (c)
Mortgages on the property of the Company or a Subsidiary existing on the date
of the 1996 Indenture; (d) Mortgages on property to secure all or part of the
cost of construction or improvements thereon or to secure Debt incurred to
provide funds for any such purpose; (e) Mortgages which secure only
indebtedness owing by a Subsidiary to the Company or to a Subsidiary; (f)
certain Mortgages to government entities; and (g) any extension, renewal or
replacement of any Mortgage referred to in the foregoing clauses (a) through
(f). Notwithstanding the foregoing, the
 
                                       5
<PAGE>
 
Company and any one or more Restricted Subsidiaries may, without securing the
Debt Securities, issue, assume or guarantee Debt which would otherwise be
subject to the foregoing restrictions in an aggregate principal amount which,
together with all other such Debt of the Company and its Restricted
Subsidiaries and the aggregate Value of Sale and Lease-Back Transactions (other
than those in connection with which the Company has voluntarily retired Funded
Debt) does not at any one time exceed the greater of $100 million or 10% of
Consolidated Net Tangible Assets of the Company and its consolidated
Subsidiaries. The following types of transactions shall not be deemed to create
Debt secured by Mortgage: mortgages required by any contract or statute in
order to permit the Company or a Subsidiary to perform any contract or
subcontract made by it with or at the request of the United States, any State
or any department, agency or instrumentality of either. (Sections 5.03 and
5.04)
 
  The term Restricted Property means any of the Company's or a Subsidiary's
plants for the production of petrochemicals (other than such determined by the
Board of Directors not to be a principal plant) and any shares of capital stock
or indebtedness of a Restricted Subsidiary owned by the Company or a
Subsidiary. The term Restricted Subsidiary means any Subsidiary which owns
Restricted Property. The term Subsidiary will be defined to mean any
corporation at least a majority of the outstanding securities of which having
ordinary voting power to elect a majority of the board of directors of such
corporation (whether or not any other class of securities has or might have
voting power by reason of the happening of a contingency) is at the time owned
or controlled directly or indirectly by the Company or one or more Subsidiaries
or by the Company and one or more Subsidiaries. LCR is specifically excluded
from the definition of Subsidiary. The term Consolidated Net Tangible Assets
means the total amount of assets (less applicable reserves and other properly
deductible items) after deducting therefrom (i) all current liabilities
(excluding any thereof which are by their terms extendible or renewable at the
option of the obligor thereon to a time more than 12 months after the time as
of which the amount thereof is being computed), and (ii) all goodwill, trade
names, trademarks, purchased technology, patents, unamortized debt discount and
other like intangible assets, all as set forth on the most recent balance sheet
of the Company and its consolidated Subsidiaries and computed in accordance
with generally accepted accounting principles. (Article One)
 
LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS
 
  The Company agrees that neither it nor any Restricted Subsidiary will enter
into any Sale and Lease-Back Transaction with respect to any Restricted
Property with any person (other than the Company or a Subsidiary) unless either
(a) the Company or such Restricted Subsidiary would be entitled, pursuant to
the above provisions, to incur Debt in a principal amount equal to or exceeding
the Value of such Sale and Lease-Back Transaction secured by a Mortgage on the
property to be leased, without equally and ratably securing the Debt
Securities, or (b) the Company during or immediately after the expiration of
four months after the effective date of such transaction applies to the
voluntary retirement of its Funded Debt an amount equal to the net proceeds of
the sale of the property leased in such transaction (subject to credits for
certain voluntary retirements of Funded Debt, including the Debt Securities).
(Section 5.04)
 
CONSOLIDATION, MERGER AND SALE
 
  The 1996 Indenture provides that the Company may merge or consolidate with or
into any other corporation or sell or convey all or substantially all of its
property to any corporation, if (i) (a) in the case of a merger or
consolidation, the Company is the surviving corporation or (b) in the case of a
merger or consolidation where the Company is not the surviving corporation and
in the case of such a sale or conveyance, the successor or acquiring
corporation expressly assumes by supplemental indenture all the obligations of
the Company under the Debt Securities under the 1996 Indenture and (ii) no
default in the performance of any covenant or condition of the 1996 Indenture
shall arise as a result of such merger or consolidation, or such sale or
conveyance. In the event a successor corporation assumes the obligations of the
Company, such successor corporation shall succeed to and be substituted for the
Company under the 1996 Indenture and under the Debt Securities and any coupons
appertaining thereto and all obligations of the company shall terminate.
(Sections 12.01 and 12.03)
 
                                       6
<PAGE>
 
MODIFICATION OF THE INDENTURE
 
  The 1996 Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than 50% in aggregate
principal amount of the Debt Securities of each series affected by the
modification or amendment at the time outstanding, to modify the 1996 Indenture
or any supplemental indenture or the rights of the Holders of the Debt
Securities; provided that no such modification shall (a) extend the fixed
maturity of any Debt Security, or reduce the rate or extend the time of payment
of interest thereon, or reduce the principal amount thereof, or change the
method of computing the amount of principal thereof at any date, or change the
currency in which the Debt Security is payable, without the consent of the
Holder of each Debt Security so affected, or (b) reduce the aforesaid
percentage of Debt Securities, the consent of the Holders of which is required
for any such modification, without the consent of the Holders of each Debt
Security so affected. (Section 11.02)
 
EVENTS OF DEFAULT
 
  The 1996 Indenture defines an Event of Default with respect to a particular
series of Debt Securities as being any one of the following events and such
other event as may be established for the Debt Securities of such series: (a)
default for 30 days in any payment of interest on such series; (b) default in
any payment of principal, or premium, if any, on such series when due; (c)
default for 30 days in the payment of any sinking fund installment when due;
(d) default for 90 days after appropriate notice in performance of any other
covenant in the 1996 Indenture applicable to that series; or (e) certain events
in bankruptcy, insolvency or reorganization. No Event of Default with respect
to a particular series of Debt Securities issued under the 1996 Indenture
necessarily constitutes an Event of Default with respect to any other series of
Debt Securities issued thereunder. In case an Event of Default shall occur and
be continuing with respect to a particular series of Debt Securities, the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the Debt Securities then outstanding of the series (or, in the case of defaults
under (d) or (e), of the Debt Securities of all series) may declare the
principal or, in the case of discounted Debt Securities, the amount specified
in the terms thereof, of such series (or of all outstanding Debt Securities, as
the case may be) to be due and payable. Any Event of Default with respect to a
particular series of Debt Securities may be waived by the Holders of a majority
of the aggregate principal amount of the outstanding Debt Securities of such
series (or of the outstanding Debt Securities of all series, in the case of
defaults under (d) or (e)), except in each case a failure to pay principal, or
premium, if any, or interest on such Debt Security. (Section 7.01)
 
  The 1996 Indenture requires the Company to file annually with the Trustee an
Officers' Certificate as to the absence of certain defaults under the terms of
the 1996 Indenture. (Section 5.08) The 1996 Indenture provides that the Trustee
may withhold notice to the Holders of the Debt Securities of any default
(except in payment of principal, or premium, if any, or interest) if it
considers it in the interest of the Holders of the Debt Securities to do so.
(Section 7.08)
 
  Subject to the provisions of the 1996 Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the 1996
Indenture provides that the Trustee shall be under no obligation to exercise
any of its rights or powers under the 1996 Indenture at the request, order or
direction of the Holders of the Debt Securities unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 8.02) Subject to such
provisions for indemnification and certain other rights of the Trustee, the
1996 Indenture provides that the Holders of a majority in principal amount of
the outstanding Debt Securities of all series affected shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee. (Section 7.07)
 
  Other than the restrictions on liens and Sale and Lease-Back Transactions
described above, the 1996 Indenture and the Debt Securities do not contain any
covenants or other provisions designed to afford holders of the Debt Securities
protection in the event of a highly leveraged transaction involving the Company
or any Subsidiary. (Section 7.01)
 
                                       7
<PAGE>
 
DEFEASANCE
 
  The 1996 Indenture provides that the Company, at the Company's option: (a)
will be Discharged from any and all obligations in respect of the securities of
a series (except for certain obligations to register the transfer or exchange
of Securities, replace stolen, lost or mutilated Securities, maintain paying
agencies and hold moneys for payment in trust) or (b) need not comply with
certain restrictive covenants of the 1996 Indenture, in each case if the
Company deposits, in trust with the Trustee, money or U.S. Government
Obligations which through the payment of interest thereon and principal thereof
in accordance with their terms will provide (without any reinvestment thereof)
money, in an amount sufficient to pay all the principal (including any
mandatory sinking fund payments) of, and interest and premium, if any, on, the
Securities of such series not later than one day before the dates such payments
are due in accordance with the terms of such Securities. To exercise any such
option, the Company is required to deliver to the Trustee an opinion of counsel
to the effect that if listed on any national securities exchange, such
Securities would not be delisted from such exchange as a result of the exercise
of such option. (Section 14.02)
 
CONCERNING THE TRUSTEE
 
  The Trustee under the 1996 Indenture also acts as trustee under other
indentures of the Company and extends credit to the Company and its
Subsidiaries in the ordinary course of business.
 
                              PLAN OF DISTRIBUTION
 
  The Company may sell the Debt Securities; (i) through underwriters or
dealers, (ii) directly to a limited number of institutional purchasers or to a
single purchaser, or (iii) through agents. The Prospectus Supplement with
respect to the Offered Debt Securities sets forth the terms of the offering of
the Offered Debt Securities, including the name or names of any underwriters,
the purchase price of the Offered Debt Securities and the proceeds to the
Company from such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the Offered Debt Securities may be listed.
 
  If underwriters or dealers are used in the sale, the Debt Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. Unless otherwise set forth in the Prospectus Supplement, the obligations
of the underwriters to purchase the Offered Debt Securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the Offered Debt Securities if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
 
  Offered Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Offered Debt Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
 
  If so indicated in the Prospectus supplement, the Company will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase Offered Debt Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject only to those conditions set forth
in the Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
 
                                       8
<PAGE>
 
  Underwriters and agents may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which the agents or underwriters may be required to
make in respect thereof. Agents and underwriters may be customers of, engage in
transactions with, or perform services for the Company in the ordinary course
of business. Each series of Debt Securities will be a new issue of securities
with no established trading market. Any underwriters to whom Debt Securities
are sold by the Company for public offering and sale may make a market in such
Debt Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Debt Securities.
 
                             CERTAIN LEGAL MATTERS
 
  Certain legal matters in connection with the Offered Debt Securities will be
passed upon for the Company by Jeffrey R. Pendergraft, Esq., General Counsel of
Lyondell, and for any underwriters, selling agents and certain other purchasers
by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New
York 10019. Mr. Pendergraft beneficially owns 60,538 shares of Common Stock.
 
                                    EXPERTS
 
  The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994, have
been audited by Coopers & Lybrand L.L.P., independent accountants, as set forth
in their report which includes an explanatory paragraph pertaining to a change
in the method of accounting for certain turnaround costs during 1993 included
therein, and are incorporated by reference in reliance upon such report and
upon the authority of that firm as experts in accounting and auditing.
 
                                       9
<PAGE>
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN SO AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
 
                               ----------------
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Available Information......................................................   2
Incorporation of Certain Documents by Reference............................   2
Lyondell Petrochemical Company.............................................   3
Use of Proceeds............................................................   4
Ratio of Earnings to Fixed Charges.........................................   4
Description of Debt Securities.............................................   4
Plan of Distribution.......................................................   8
Certain Legal Matters......................................................   9
Experts....................................................................   9
</TABLE>
 
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                 [LOGO OF LYONDELL PETROCHEMICAL APPEARS HERE]
 
 
                              ------------------
 
                                   PROSPECTUS
 
                              ------------------
 
 
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<PAGE>
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
  The following is a statement of estimated expenses incurred in connection
with the Common Stock being registered hereby, other than underwriting
discounts and commissions.
 
<TABLE>
      <S>                                                              <C>
      SEC Registration Fee............................................ $103,450
      Printing and Engraving Expenses................................. $ 65,000
      Legal Fees and Expenses......................................... $ 50,000
      Accounting Fees and Expenses.................................... $ 25,000
      Blue Sky Fees and Expenses (including legal fees)............... $ 20,000
      Miscellaneous (including rating agency fees).................... $175,000
                                                                       --------
        Total......................................................... $438,450
                                                                       ========
</TABLE>
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  The Company's By-Laws provide that the Company will indemnify each of its
officers and directors to the fullest extent authorized by Section 145 of the
General Corporation Law of the State of Delaware. Article V of the By-Laws
reads as follows:
 
    (a) Indemnification of Officers and Directors. The Company shall
  indemnify the officers and directors of the Company with respect to all
  matters to which Section 145 of the General Corporation Law of the State of
  Delaware may in any way relate, to the fullest extent permitted or allowed
  by the laws of the State of Delaware, whether or not specifically required,
  permitted or allowed by said Section 145. Any repeal or modification of
  this Section shall not in any way diminish any rights to indemnification of
  such person or the obligations of the Company that may have previously
  arisen hereunder.
 
    (b) Non-Exclusivity of Rights. The right to indemnification and the
  payment of expenses incurred in defending a proceeding in advance of its
  final disposition conferred in this Section shall not be exclusive of any
  other right which any person may have or hereafter acquire under any
  statute, the Company's Certificate of Incorporation, any By-Law, any
  agreement, a vote of Company stockholders or of disinterested Company
  directors or otherwise, both as to action in that person's official
  capacity and as to action in any other capacity by holding such office, and
  shall continue after the person ceases to serve the Company as a director
  of officer or to serve another entity at the request of the Company.
 
    (c) Insurance. The Company may maintain insurance, at its expense, to
  protect itself and any director or officer of the Company or another
  corporation, partnership, joint venture, trust or other enterprise against
  any expense, liability or loss, whether or not the Company would have the
  power to indemnify such person against such expense, liability or loss
  under the General Corporation Law of Delaware.
 
    (d) Indemnity Agreements. The Company may from time to time enter into
  indemnity agreements with the persons who are members of its Board of
  Directors, its elected officers and with such other persons as the Board
  may designate, the form of such indemnity agreements to be approved by a
  majority of the Board then in office.
 
    (e) Indemnification of Employees and Agents of the Company. The Company
  may, under procedures authorized from time to time by the Board of
  Directors, grant rights to indemnification, and to be paid by the Company
  the expenses incurred in defending any proceeding in advance of its final
  disposition to any employee or agent of the Company to the fullest extent
  of the provisions of this Article V.
 
                                      II-1
<PAGE>
 
  Section 145 of the General Corporation Law of the State of Delaware provides:
 
    (a) A corporation shall have power to indemnify any person who was or is
  a party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (other than an action by or in the right of
  the corporation) by reason of the fact that he is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise,
  against expenses (including attorneys' fees), judgments, fines and amounts
  paid in settlement actually and reasonably incurred by him in connection
  with such action, suit or proceeding if he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests
  of the corporation, and, with respect to any criminal action or proceeding,
  had no reasonable cause to believe his conduct was unlawful. The
  termination of any action, suit or proceeding by judgment, order,
  settlement, conviction, or upon a plea of nolo contendere or its
  equivalent, shall not, of itself, create a presumption that the person did
  not act in good faith and in a manner which he reasonably believed to be in
  or not opposed to the best interests of the corporation, and, with respect
  to any criminal action or proceeding, had reasonable cause to believe that
  his conduct was unlawful.
 
    (b) A corporation shall have power to indemnify any person who was or is
  a party or is threatened to be made a party to any threatened, pending or
  completed action or suit by or in the right of the corporation to procure a
  judgment in its favor by reason of the fact that he is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees) actually and reasonable
  incurred by him in connection with the defense or settlement of such action
  or suit if he acted in good faith and in a manner he reasonably believed to
  be in or not opposed to the best interests of the corporation and except
  that no indemnification shall be made in respect of any claim, issue or
  matter as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Court of Chancery or the
  court in which such action or suit was brought shall determine upon
  application that, despite the adjudication of liability but in view of all
  the circumstances of the case, such person is fairly and reasonably
  entitled to indemnity for such expenses which the Court of Chancery or such
  other court shall deem proper.
 
    (c) To the extent that a director, officer, employee or agent of a
  corporation has been successful on the merits or otherwise in defense of
  any action, suit or proceeding referred to in subsections (a) and (b) or in
  defense of any claim, issue or matter therein, he shall be indemnified
  against expenses (including attorneys' fees) actually and reasonably
  incurred by him in connection therewith.
 
    (d) Any indemnification under subsections (a) and (b) (unless ordered by
  a court) shall be made by the corporation only as authorized in the
  specific case upon a determination that indemnification of the director,
  officer, employee or agent is proper in the circumstances because he has
  met the applicable standard of conduct set forth in subsections (a) and
  (b). Such determination shall be made (1) by a majority vote of the
  directors who are not parties to such action, suit or proceeding, even
  though less than a quorum, or (2) if there are no such directors or if such
  directors so direct, by independent legal counsel in a written opinion, or
  (3) by the stockholders.
 
    (e) Expenses (including attorneys' fees) incurred by an officer or
  director in defending any civil, criminal, administrative, or investigative
  action, suit or proceeding may be paid by the corporation in advance of the
  final disposition of such action, suit or proceeding upon receipt of an
  undertaking by or on behalf of such director or officer to repay such
  amount if it shall ultimately be determined that he is not entitled to be
  indemnified by the corporation as authorized in this section. Such expenses
  (including attorneys' fees) incurred by other employees and agents may be
  so paid upon such terms and conditions, if any, as the board of directors
  deems appropriate.
 
                                      II-2
<PAGE>
 
    (f) The indemnification and advancement of expenses provided by, or
  granted pursuant to, the other subsections of this section shall not be
  deemed exclusive of any other rights to which those seeking indemnification
  or advancement of expenses may be entitled under any by-law, agreement,
  vote of stockholders or disinterested directors or otherwise, both as to
  action in his official capacity and as to action in another capacity while
  holding such office.
 
    (g) A corporation shall have power to purchase and maintain insurance on
  behalf of any person who is or was a director, officer, employee or agent
  of the corporation, or is or was serving at the request of the corporation
  as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him and incurred by him in any such capacity, or arising
  out of his status as such, whether or not the corporation would have the
  power to indemnify him against such liability under the provisions of this
  section.
 
    (h) For purposes of this section, references to "the corporation" shall
  include, in addition to the resulting corporation, any constituent
  corporation (including any constituent of a constituent) absorbed in a
  consolidation or merger which, if its separate existence had continued,
  would have had power and authority to indemnify its directors, officers,
  and employees or agents, so that any person who is or was a director,
  officer, employee or agent of such constituent corporation, or is or was
  serving at the request of such constituent corporation as director,
  officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, shall stand in the same position under
  the provisions of this section with respect to the resulting or surviving
  corporation as he would have with respect to such constituent corporation
  if its separate existence had continued.
 
    (i) For purposes of this section, references to "other enterprises" shall
  include employee benefit plans; references to "fines" shall include any
  excise taxes assessed on a person with respect to an employee benefit plan;
  and references to "serving at the request of the corporation" shall include
  any service as a director, officer, employee or agent of the corporation
  which imposes duties on, or involves services by, such director, officer,
  employee or agent with respect to an employee benefit plan, its
  participants or beneficiaries; and a person who acted in good faith and in
  a manner he reasonably believed to be in the interest of the participants
  and beneficiaries of an employee benefit plan shall be deemed to have acted
  in a manner "not opposed to the best interests of the corporation" as
  referred to in this section.
 
    (j) The indemnification and advancement of expenses provided by, or
  granted pursuant to, this section shall, unless otherwise provided when
  authorized or ratified, continue as to a person who has ceased to be a
  director, officer, employee or agent and shall inure to the benefit of the
  heirs, executors and administrators of such a person.
 
    (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
  hear and determine all actions for advancement of expenses or
  indemnification brought under this section or under any bylaw, agreement,
  vote of stockholders or disinterested directors, or otherwise. The Court of
  Chancery may summarily determine a corporation's obligation to advance
  expenses (including attorneys' fees).
 
  The Company's Certificate of Incorporation limits the personal liability of
directors to the Company and its stockholders for monetary damages resulting
from certain breaches of the directors' fiduciary duties. Article VII of the
Certificate of Incorporation provides as follows:
 
  To the fullest extent permitted by the General Corporation Law of Delaware as
the same exists or may hereafter be amended, a director of the Company shall
not be liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director. If the General Corporation Law of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Company shall be eliminated or limited to the fullest extent permitted
by the General Corporation Law of Delaware, as so amended. Any repeal or
modification of this Article VII by the stockholders of the Company shall not
adversely affect any right or protection of a director of the Company
 
                                      II-3
<PAGE>
 
existing at the time of such repeal or modification or with respect to events
occurring prior to such time. Notwithstanding anything contained in this
Certificate to the contrary, the affirmative vote of the holders of not less
than 66 2/3 percent of all votes entitled to be cast by the holders of stock of
the Company shall be required to amend or repeal this Article VII or to adopt
any provision inconsistent herewith.
 
  Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a corporation's Certificate of Incorporation may contain the
following:
 
    (7) A provision eliminating or limiting the personal liability of a
  director to the corporation or its stockholders for monetary damages for
  breach of fiduciary duty as a director, provided that such provision shall
  not eliminate or limit the liability of a director (i) for any breach of
  the director's duty of loyalty to the corporation or its stockholders, (ii)
  for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (iii) under section 174 of this
  Title, or (iv) for any transaction from which the director derived an
  improper personal benefit. No such provision shall eliminate or limit the
  liability of a director for any act or omission occurring prior to the date
  when such provision becomes effective. All references in this paragraph to
  a director shall also be deemed to refer (x) to a member of the governing
  body of a corporation which is not authorized to issue capital stock and
  (y) to such other person or persons, if any, who, pursuant to a provision
  of the certificate of incorporation in accordance with subsection (a) of
  141 of this title, exercise or perform any of the powers or duties
  otherwise conferred or imposed upon the board of directors by this title.
 
ITEM 16. EXHIBITS
 
<TABLE>
 <C>   <S>
   1.1 Form of proposed Underwriting Agreement.
   4.1 Indenture, dated as of January 29, 1996, between the Company and Texas
       Commerce Bank National Association, as Trustee, relating to the
       securities being registered.
   5   Opinion with consent of Jeffrey R. Pendergraft, Esq., General Counsel of
       the Company.
  12   Statement of computation of ratio of earnings to fixed charges.
  23.1 Consent of Jeffrey R. Pendergraft, Esq., General Counsel of the Company
       (included in Exhibit 5).
  23.2 Consent of Coopers & Lybrand.
  24   Power of Attorney.
  25.1 Statement of eligibility of Texas Commerce Bank National Association, as
       Trustee.
  99   Form of Indemnity Agreement adopted by the Board of Directors and
       executed by the Company and each of its directors and officers (filed as
       an exhibit to the Company's Registration Statement
       (No. 33-25407) and incorporated herein by reference).
</TABLE>
 
ITEM 17. UNDERTAKINGS
 
  A. Undertaking Pursuant to Rule 415.
 
  The Company hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:
 
      (i)To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933, as amended (the "Act");
 
      (ii)To reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the Registration Statement;
 
      (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement or
    any material change to such information in the Registration Statement;
 
                                      II-4
<PAGE>
 
  Provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Company pursuant
  to Section 13 or Section 15 (d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act") that are incorporated by reference in the
  Registration Statement.
 
    (2) That, for the purpose of determining any liability under the Act,
  each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of
  such securities at that time shall be deemed to be the initial bona fide
  offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
B. Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents by Reference.
 
  The Company hereby undertakes that, for purposes of determining any liability
under the Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
 
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
 
D. The undersigned Registrant hereby undertakes that:
 
    (1) for the purpose of determining any liability under the Act, the
  information omitted from the form of prospectus filed as part of this
  Registration Statement in reliance upon Rule 430A and contained in a form
  of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Act shall be deemed to be part of this Registration
  Statement as of the time it was declared effective.
 
    (2) for the purpose of determining any liability under the Act, each
  post-effective amendment that contains a form of prospectus shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
 
                                      II-5
<PAGE>
 
                                   SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED IN THE CITY OF HOUSTON, STATE OF TEXAS, ON JANUARY 31, 1996.
 
                                          Lyondell Petrochemical Company
 
                                                  /s/ Russell S. Young
                                          By __________________________________
                                                    Russell S. Young
                                              Senior Vice President, Chief
                                             Financial Officer and Treasurer
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
 
<S>                                  <C>                           <C>
        /s/ Bob G. Gower *           Chairman of the Board, Chief   January 31, 1996
____________________________________  Executive Officer and
           (Bob G. Gower,             Director
    Principal Executive Officer)
 
        /s/ Dan F. Smith *           President, Chief Operating     January 31, 1996
____________________________________  Officer and Director
           (Dan F. Smith)
 
    /s/  William T. Butler*          Director                       January 31, 1996
____________________________________
        (William T. Butler)
 
    /s/  Curtis J. Crawford*         Director                       January 31, 1996
____________________________________
        (Curtis J. Crawford)
 
       /s/ D. Travis Engen*          Director                       January 31, 1996
____________________________________
         (D. Travis Engen)
 
 /s/ Stephen F. Hinchliffe, Jr.*     Director                       January 31, 1996
____________________________________
    (Stephen F. Hinchliffe, Jr.)
</TABLE>
 
                                      II-6
<PAGE>
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
 
<S>                                  <C>                           <C>
     /s/ Dudley C. Mecum II*         Director                       January 31, 1996
____________________________________
        (Dudley C. Mecum II)
 
       /s/ Paul R. Staley*           Director                       January 31, 1996
____________________________________
          (Paul R. Staley)
 
      /s/  Russell S. Young          Senior Vice President, Chief   January 31, 1996
____________________________________  Financial Officer and
    (Russell S. Young, Principal      Treasurer
         Financial Officer)
 
        /s/ Joseph M. Putz           Vice President and             January 31, 1996
____________________________________ Controller
     (Joseph M. Putz, Principal
        Accounting Officer)
</TABLE>
 
    /s/ Russell S. Young
-------------------------------
    *(Russell S. Young, as
       Attorney-in-Fact)
 
                                      II-7