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10.30(b)

                             AMENDMENT NUMBER ONE
                                     TO THE
                           MILLENNIUM CHEMICALS INC.
                         SALARY AND BONUS DEFERRAL PLAN

          WHEREAS, Millennium Chemicals Inc. (the "Company") adopted the
Millennium Chemicals Inc. Salary and Bonus Deferral Plan (the "Plan") for the
benefit of certain of its employees effective as of October 8, 1996;

          WHEREAS, pursuant to Section 5.1 of the Plan, the Board of Directors
of the Company (the "Board") may wholly or partially amend or modify the Plan;
and

          WHEREAS, the Board desires to amend the Plan;

          NOW, THEREFORE, effective with respect to deferrals of income or bonus
earned on or after January 1, 1998, the Plan is amended as follows:


          1. The Plan is amended by adding a new definition to read as follows:

          1.21 "Deferred Cash Account" means the bookkeeping account
               established under Section 3.3(f) on behalf of a participant and
               includes, in addition to amounts stated in Section 3.3(f), any
               earnings credited thereon pursuant to Section 3.3(f).

          2. The Plan is amended by adding the following proviso to the end of
the first sentence of Section 3.2(b) as follows:

     provided, however, that an individual eligible to participate may make or
     amend a Deferred Bonus Election with respect to all or a portion of any
     bonus award under the terms of the plan providing for such bonus (or the
     relevant award under such plan), such election or amendment to be made no
     later than six (6) months before the earlier of (i) the date such bonus
     award is scheduled to be paid or (ii) the date on which such payment is no
     longer subject to risk of forfeiture.

          3. The Plan is amended by revising Section 3.3(a), to read as follows:

     Except as provided in Section 3.3(f), the entire amount deferred pursuant
     to each participant's Deferred Salary Election and/or Deferred Bonus
     Election shall be credited in the form of Common Stock to the participant's
     Deferred Stock Account, as provided below.

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          4. The Plan is amended by adding the following new provision 3.3(f) to
the Plan as follows:

     (f) Notwithstanding any other provision in the Plan to the contrary and
         in lieu of Section 3.3(a), in the event that the Company's Chairman or
         President determines that applicable law or regulations prohibit
         purchases of Common Stock by the Stock Trust or make such purchases
         inadvisable, the Committee shall credit all or a portion of any amount
         deferred pursuant to each participant's Deferred Salary Election and/or
         Deferred Bonus Election to the participant's Deferred Cash Account
         which Account shall be credited with the same earnings which deferrals
         would be credited under the plan from which such deferrals originated,
         or in the absence of such an earnings provision, the earnings on
         deferrals in the Millennium Chemicals Inc. Annual Performance Incentive
         Plan. When any distribution is made pursuant to Section 3.6, such
         distribution procedures shall also apply to a participant's Deferred
         Cash Account.

         As soon as practicable after the Company's Chairman or President
         determines that purchases of Common Stock by the Stock Trust are
         permitted and advisable, the Committee shall transfer the value of a
         participant's Deferred Cash Account to such participant's Deferred
         Stock Account.

          5. Sections 1.1, 3.1, 3.2, 3.4, 3.7, 3.8 and 3.11 of the Plan are
hereby amended by adding the words "and/or Deferred Cash Accounts(s)"
immediately after the terms "Deferred Stock Account" or "Deferred Stock
Accounts" therein.

          6. In all other respects, the Plan is hereby ratified and confirmed.

          IN WITNESS WHEREOF, this amendment has been executed the 23rd day of
January, 1998.

                                                       MILLENNIUM CHEMICALS INC.


                                                      By: [ILLEGIBLE]


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