--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------



                                   FORM 10-K/A



            [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997



                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

                                  ACT OF 1934

                FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                        COMMISSION FILE NUMBER: 1-12091

                            ------------------------

                           MILLENNIUM CHEMICALS INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                            ------------------------



<TABLE>

<S>                                                    <C>               <C>

                      DELAWARE                                                        22-3436215

           (STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER IDENTIFICATION NO.)

           INCORPORATION OR ORGANIZATION)



                 230 HALF MILE ROAD                         07701              (PRIOR TO APRIL 1, 1998,

                    P.O. BOX 7015                        (ZIP CODE)          THE ADDRESS OF THE PRINCIPAL

                RED BANK, NEW JERSEY                                             EXECUTIVE OFFICE WAS:

      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                   99 WOOD AVENUE SOUTH,

                                                                               ISELIN, NEW JERSEY 08830)

</TABLE>



        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 732-933-5000

                            ------------------------



          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:



<TABLE>

<CAPTION>

                                                               NAME OF EACH EXCHANGE

        TITLE OF EACH CLASS                                     ON WHICH REGISTERED

------------------------------------                          ------------------------

<S>                                                           <C>

Common Stock, par value $0.01 per                              New York Stock Exchange

  share (including rights to purchase

  Series A Preferred Stock)

</TABLE>



          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None



     Indicate by check mark whether the registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the

Registrant was required to file such reports) and (2) has been subject to such

filing requirements for the past 90 days. Yes [x] No [ ].



     Indicate by check mark if disclosure of delinquent filers pursuant to Item

405 of Regulation S-K is not contained herein, and will not be contained, to the

best of Registrant's knowledge, in definitive proxy or information statements

incorporated by reference in Part III of this Form 10-K or any amendment to this

Form 10-K. [ ]



     The aggregate market value of voting stock held by non-affiliates as of

March 20, 1998 (based upon the closing price of $31.00 per common share as

quoted on the New York Stock Exchange) is approximately $2,283,000,000. For

purposes of this computation, the shares of voting stock held by directors,

officers and the registrant's employee benefit plans were deemed to be stock

held by affiliates. The number of shares of common stock outstanding at March

20, 1998 was 77,383,646 shares.



                      DOCUMENTS INCORPORATED BY REFERENCE



     Portions of the Registrant's Annual Report to Shareholders for the year

ended December 31, 1997, are incorporated by reference into Parts I and II of

this Annual Report on Form 10-K as indicated herein. Portions of the

Registrant's definitive Proxy Statement relating to the 1998 Annual Meeting of

Shareholders, to be filed with the Securities and Exchange Commission, are

incorporated by reference in Part III of this Annual Report on Form 10-K as

indicated herein.

--------------------------------------------------------------------------------






<PAGE>






<PAGE>



                               EXPLANATORY NOTE



This amendment is being filed for the sole purpose submitting restated financial

data schedules per FAS 128.




<PAGE>








<PAGE>



                                    PART IV



ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K



     (A) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:



         1. (i) The Consolidated (Combined) Financial Statements of the Company,

            including the Notes thereto, and the Report of Price Waterhouse LLP

            thereon, contained on pages 28 through 43 of the Company's Annual

            Report and incorporated by reference into Item 8 of Part II of this

            Report, consist of the following:



<TABLE>

<CAPTION>

                                                                                     PAGE OF

                                                                                  THE COMPANY'S

                                                                                  ANNUAL REPORT

                                                                                 ---------------

<S>                                                                              <C>

 -- Report of Price Waterhouse LLP.............................................          28

 -- Consolidated Balance Sheets -- December 31, 1997 and 1996..................          29

 -- Consolidated (Combined) Statements of Operations -- Years Ended December

    31, 1997, 1996 and 1995....................................................          30

 -- Consolidated (Combined) Statements of Cash Flows -- Years Ended December

    31, 1997, 1996 and 1995....................................................          31

 -- Consolidated (Combined) Statements of Changes in Shareholders'

    Equity -- Years Ended December 31, 1997, 1996 and 1995.....................          32

 -- Notes to Consolidated (Combined) Financial Statements......................       33-43

</TABLE>



            With the exception of the information listed directly above and the

            information specifically incorporated by reference into Items 1, 5,

            6 and 7 of this Report, the Company's Annual Report is not to be

            deemed filed as a part of this Report.



         1. (ii) Supplement Financial Information.



            The Supplemental Financial Information relating to the Company,

            Millennium America Inc. ('Millennium America') and Equistar consist

            of the following:



<TABLE>

<S>                                                                             <C>

Report of Price Waterhouse LLP...............................................            F-1

Report of Ernst & Young LLP..................................................            F-2

     (Cornerstone-Spectrum, Inc.)

Report of Ernst & Young LLP (HMB Holdings Inc.)..............................            F-3

Millennium America Consolidated Balance Sheets -- December 31, 1997 and

  1996.......................................................................            F-4

Millennium America Consolidated (Combined) Statements of Operations -- Years

  Ended December 31, 1997, 1996 and 1995.....................................            F-5

Financial Statements of Equistar:

     Report of Price Waterhouse LLP and Coopers and Lybrand L.L.P............            F-6

     Statement of Income -- December 1, 1997 to December 31, 1997............            F-7

</TABLE>



                                                  (table continued on next page)



                                       27






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<PAGE>

(table continued from previous page)



<TABLE>

<S>                                                                             <C>

     Balance Sheet -- December 31, 1997......................................            F-8

     Statement of Partners' Capital -- December 1, 1997 to December 31,

       1997..................................................................            F-9

     Statement of Cash Flows -- December 1, 1997 to December 31, 1997........           F-10

     Notes to Financial Statements...........................................   F-11 to F-19

</TABLE>



         2. Financial Statement Schedule.



            Financial Statement Schedule II -- Valuation and Qualifying

            Accounts, located on page S-1 of this Annual Report on Form 10-K,

            should be read in conjunction with the Financial Statements included

            in Item 8 of this Annual Report on Form 10-K. Schedules, other than

            Schedule II, are omitted because of the absence of the conditions

            under which they are required or because the information called for

            is included in the Consolidated (Combined) Financial Statements of

            the Company or the Notes thereto.



         3. Exhibits.



<TABLE>

<CAPTION>

 EXHIBIT

 NUMBER                                      DESCRIPTION OF DOCUMENT

---------  -------------------------------------------------------------------------------------------

<C>        <S>

 3.1       -- Amended and Restated Certificate of Incorporation of the Company (Filed as Exhibit 3.1

              to the Company's Registration Statement on Form 10 (File No. 1-12091) (the 'Form 10'))*

 3.2       -- By-laws of the Company (Filed as Exhibit 3.2 to the Form 10)*

 4.1(a)    -- Form of Indenture, dated as of November 27, 1996, among Millennium America Inc.

              (formerly Hanson America, Inc.) ('Millennium America'), the Company and The Bank of New

              York, as Trustee, in respect of the 7% Senior Notes due November 15, 2006 and the 7.625%

              Senior Debentures due November 15, 2026 (Filed as Exhibit 4.1 to the Registration

              Statement of the Company and Millennium America on Form S-1 (Registration No. 333-15975)

              (the 'Form S-1'))*

 4.1(b)    -- First Supplemental Indenture dated as of November 21, 1997 among Millennium America, the

              Company and The Bank of New York, as Trustee

10.1       -- Form of Pre-Demerger Stock Purchase Agreement, dated as of September 16, 1996, between

              Millennium Holdings Inc. (formerly HM Holdings, Inc.) ('Millennium Holdings') and Hanson

              (including related form of Indemnification Agreement and Tax Sharing and Indemnification

              Agreement) (Filed as Exhibit 10.1 to the Form 10)*

10.2       -- Form of Pre-Demerger Stock Purchase Agreement, dated as of September 16, 1996, between

              Millennium Holdings and Hanson relating to Peabody Holding Company, Inc. (including

              related form of Indemnification Agreement and Tax Sharing and Indemnification Agreement)

              (Filed as Exhibit 10.2 to the Form 10)*

10.3       -- Form of Pre-Demerger Stock Purchase Agreement, dated as of September 16, 1996, between

              Millennium Holdings and Hanson relating to certain Canadian subsidiaries (including

              related form of Indemnification Agreement) (Filed as Exhibit 10.3 to the Form 10)*

10.4       -- Form of Pre-Demerger Stock Purchase Agreement, dated as of September 30, 1996, between

              Millennium Holdings and Hanson relating to Lynton Group, Inc. (Filed as Exhibit 10.4 to

              the Form 10)*

10.5       -- Form of Post-Demerger Stock Purchase Agreement, dated as of September 30, 1996, between

              HMB Holdings Inc. and Hanson (including related form of Indemnification Agreement and Tax

              Sharing and Indemnification Agreement) (Filed as Exhibit 10.5 to the Form 10)*

10.6       -- Form of Post-Demerger Stock Purchase Agreement, dated as of September 30, 1996, between

              Hanson and MHC Inc. (including related form of Indemnification Agreement and Tax Sharing

              and Indemnification Agreement) (Filed as Exhibit 10.6 to the Form 10)*

10.7       -- Demerger Agreement, dated as of September 30, 1996, between Hanson, Millennium Overseas

              Holdings Ltd. (formerly Hanson Overseas Holdings Ltd.) and the Company (Filed as Exhibit

              10.7 to the Form 10)*

</TABLE>



                                       28






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<PAGE>



<TABLE>

<CAPTION>

 EXHIBIT

 NUMBER                                      DESCRIPTION OF DOCUMENT

---------  -------------------------------------------------------------------------------------------

<C>        <S>

10.8       -- Form of Indemnification Agreement, dated as of September 30, 1996, between Hanson and

              the Company (Filed as Exhibit 10.8 to the Form 10)*

10.9(a)    -- Form of Tax Sharing and Indemnification Agreement, dated as of September 30, 1996,

              between Hanson, Millennium Overseas Holdings Ltd., Millennium America Holdings Inc.

              (formerly HM Anglo American Ltd.), Hanson North America Inc. and the Company (Filed as

              Exhibit 10.9(a) to the Form 10)*

10.9(b)    -- Deed of Tax Covenant, dated as of September 30, 1996, between Hanson, Millennium

              Overseas Holdings Ltd. Millennium Inorganic Chemicals Limited (formerly SCM Chemicals

              Limited), SCMC Holdings B.V. (formerly Hanson SCMC B.V.) and Millennium Inorganic

              Chemicals Ltd. (formerly SCM Chemicals Ltd.) and the Company (the 'Deed of Tax Covenant')

              (Filed as Exhibit 10.9(b) to the Form 10)*

10.9(c)    -- Amendment to the Deed of Tax Covenant dated January 28, 1997 (Filed as Exhibit 10.9(c)

              to the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the

              '1996 Form 10-K')*

10.10      -- Form of Corporate Transition Agreement, dated as of September 30, 1996, between Hanson

              North America Inc. and Millennium America Holdings Inc. (Filed as Exhibit 10.10 to the

              Form 10)*

10.11      -- Form of Joint Ownership Agreement, dated as of September 30, 1996, between Hanson North

              America Inc. and Millennium America Holdings Inc. (Filed as Exhibit 10.11 to the Form

              10)*

10.12      -- Form of Agreement, dated as of October 1, 1996, between Hanson Pacific Limited and

              Millennium Holdings Inc. (Filed as Exhibit 10.12 to the Form 10)*

10.13      -- Form of Management Agreement, dated as of September 30, 1996, among MHC Inc., Millennium

              Petrochemicals Inc. (formerly Quantum Chemical Corporation) ('Millennium Petrochemicals')

              and Welbeck Management Limited (Filed as Exhibit 10.13(a) to the Form 10)*

10.14(a)   -- Credit Agreement ('Credit Agreement'), dated as of July 26, 1996, among Millennium

              America Inc. (formerly Hanson America Inc.), the Company, as Guarantor, the borrowing

              subsidiaries party thereto, the lenders party thereto, The Chase Manhattan Bank, as

              Documentation Agent, and Bank of America National Trust and Savings Association, as

              Administration Agent (Filed as Exhibit 10.14 to the Form 10)*

10.14(b)   -- Amendment to the Credit Agreement dated as of December 18, 1996 (Filed as Exhibit

              10.14(b) to the 1996 Form 10-K)*

10.14(c)   -- Second Amendment to the Credit Agreement dated as of October 20, 1997

10.15      -- Agreement, dated as of July 1, 1996, between Millennium America Holdings Inc. and

              William M. Landuyt (Filed as Exhibit 10.15 to the Form 10)* 'D'

10.16      -- Agreement, dated as of July 1, 1996, between Millennium America Holdings Inc. and Robert

              E. Lee (Filed as Exhibit 10.16 to the Form 10)*'D'

10.17      -- Agreement, dated as of July 1, 1996, between Millennium America Holdings Inc. and George

              H. Hempstead III (Filed as Exhibit 10.17 to the Form 10)*'D'

10.18      -- Agreement, dated as of July 1, 1996, between Millennium America Holdings Inc. and John

              E. Lushefski (Filed as Exhibit 10.18 to the Form 10)*'D'

10.19      -- Agreement, dated as of July 1, 1996, between Millennium Petrochemicals and Ronald H.

              Yocum (Filed as Exhibit 10.19 to the Form 10)*'D'

10.20      -- Agreement, dated as of July 1, 1996, between Millennium Specialty Chemicals Inc.

              (formerly Glidco Inc.), and George W. Robbins (Filed as Exhibit 10.21 to the Form 10)*'D'

10.21      -- Form of Agreement between Millennium Petrochemicals Inc. and each of Peter P. Hanik and

              Charles F. Daly'D'

10.22      -- Form of Change-in-Control Agreement, dated as of July 1, 1996, between, Millennium

              America Holdings Inc. and each of A. Mickey Foster, Francis V. Lloyd, Christine F.

              Wubbolding, Marie S. Dreher and James A. Lofredo (Filed as Exhibit 10.22 to the Form

              10)*'D'

10.23(a)   -- Millennium Chemicals Inc. Annual Performance Incentive Plan (Filed as Exhibit 10.23 to

              the Form 10)*'D'

10.23(b)   -- Amendment Number 1 to the Millennium Chemicals Inc. Annual Performance Plan. (Filed as

              Exhibit 10.23(b) to the 1996 Form 10-K)*'D'

</TABLE>



                                       29






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<PAGE>



<TABLE>

<CAPTION>

 EXHIBIT

 NUMBER                                      DESCRIPTION OF DOCUMENT

---------  -------------------------------------------------------------------------------------------

<C>        <S>

10.23(c)   -- Amendment Number 2 to the Millennium Chemical Inc. Annual Performance Incentive

              Plan'D'

10.24(a)   -- Millennium Chemicals Inc. 1996 Long Term Incentive Plan (Filed as Exhibit 10.24 to the

              Form 10)*'D'

10.24(b)   -- Termination Amendment to the Millennium Chemicals Inc. 1996 Long Term Incentive

              Plan'D'

10.24(c)   -- Amendment to the Millennium Chemicals Inc. 1996 Long Term Incentive Plan'D'

10.25(a)   -- Millennium Chemicals Inc. Long Term Stock Incentive Plan (Filed as Exhibit 10.25 to the

              Form 10)*'D'

10.25(b)   -- Amendment Number 1 to the Millennium Chemicals Inc. Long Term Stock Incentive Plan

              (Filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q.)*'D'

10.25(c)   -- Amendment to the Millennium Chemicals Inc. Long Term Stock Incentive Plan'D'

10.26      -- Millennium Chemicals Inc. Supplemental Executive Retirement Plan (Filed as Exhibit 10.26

              to the Form 10)*'D'

10.27      -- Millennium Petrochemicals Supplemental Executive Retirement Plan (Filed as Exhibit 10.27

              to the Form 10)*'D'

10.28      -- Millennium Inorganic Chemicals Supplemental Executive Retirement Plan (Filed as Exhibit

              10.28 to the Form 10)*'D'

10.29      -- Millennium Specialty Chemicals Supplemental Executive Retirement Plan (Filed as Exhibit

              10.29 to the Form 10)*'D'

10.30(a)   -- Millennium Chemicals Inc. Salary and Bonus Deferral Plan (Filed as Exhibit 10.30 to the

              1996 Form 10-K)*'D'

10.30(b)   -- Amendment to the Millennium Chemicals Inc. Salary and Bonus Deferred Plan'D'

10.31      -- Master Transaction Agreement between the Company and Lyondell (Filed as an exhibit to

              the Company's Current Report on Form 8-K dated July 25, 1997)*

10.32      -- First Amendment to Master Transaction Agreement between Lyondell and the Company (Filed

              as an exhibit to the Company's Current Report on Form 8-K dated October 17, 1997)*

10.33      -- Limited Partnership Agreement of Equistar (Filed as an exhibit to the Company's Current

              Report on Form 8-K dated October 17, 1997)*

10.34      -- Asset Contribution Agreement among Millennium Petrochemicals Inc., Millennium

              Petrochemicals LP LLC and Equistar (Filed as an exhibit to the Company's Current Report

              on Form 8-K dated December 10, 1997)*

10.35      -- Asset Contribution Agreement among Lyondell, Lyondell Petrochemicals L.P. Inc. and

              Equistar (Filed as an exhibit to the Company's Current Report on Form 8-K dated December

              10, 1997)*

10.36      -- Parent Agreement among Lyondell, the Company and Equistar (Filed as an exhibit to the

              Company's Current Report on Form 8-K dated December 10, 1997)*

11.1       -- Statement re: computation of per share earnings

12.1       -- Statement re: computation of ratios

21.1       -- Subsidiaries of the Company

23.1       -- Consent of Price Waterhouse LLP

23.2       -- Consent of Ernst & Young LLP

23.3       -- Consent of Price Waterhouse LLP and Coopers & Lybrand L.L.P.

27.1       -- Financial Data Schedule

27.2**     -- Financial Data Schedule for the period ending September 30, 1997

27.3**     -- Financial Data Schedule for the period ending June 30, 1997

27.4**     -- Financial Data Schedule for the period ending March 31, 1997

27.5**     -- Financial Data Schedule for the period ending December 31, 1996

27.6**     -- Financial Data Schedule for the period ending September 30, 1996

99.1       -- Form of Letter Agreement, dated July 3, 1996, between Hanson and U.K. Inland Revenue

              (Filed as Exhibit 99.2 to the Form 10)*

              In addition, the Company hereby agrees to furnish to the SEC, upon request, a copy of any

              instrument not listed above which defines the rights of the holders of long-term debt of

              the Company and its subsidiaries.

</TABLE>



------------



*  Incorporated by reference



** Filed herewith



                                              (footnotes continued on next page)



                                       30






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<PAGE>

(footnotes continued from previous page)



'D'  Management contract or compensatory plan or arrangement required to be

     filed pursuant to Item 14(c).



     (B) REPORTS ON FORM 8-K



              The Company filed a Current Report on Form 8-K dated December 10,

         1997, reporting, pursuant to Item 2 of Form 8-K, the completion on

         December 1, 1997, of the joint venture transaction between the Company

         and Lyondell to form Equistar. The Company incorporated by reference,

         pursuant to Item 7 of Form 8-K, from the Joint Proxy Statement of the

         Company and Lyondell dated October 17, 1997, the financial statements

         of the businesses contributed to Equistar by each of the Company and

         Lyondell and the Unaudited Pro Forma Consolidated Data of the Company

         and Equistar.



                                       31






<PAGE>






<PAGE>

                                   SIGNATURES



     Pursuant to the requirements of Section 13 or 15(d) of the Securities Act

of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.



                                                MILLENNIUM CHEMICALS INC.

                                          By:       /s/ WILLIAM M. LANDUYT

                                             ...................................

                                                     WILLIAM M. LANDUYT

                                            CHAIRMAN OF THE BOARD, PRESIDENT AND

                                                 CHIEF EXECUTIVE OFFICER



July 24, 1998



     Pursuant to the requirements of the Securities Exchange Act of 1934, this

report has been signed below by the following persons on behalf of the

registrant and in the capacities indicated, and on the date set forth above.



<TABLE>

<CAPTION>

                SIGNATURE                                                   TITLE

------------------------------------------  ---------------------------------------------------------------------

<C>                                         <S>

          /S/ WILLIAM M. LANDUYT            Chairman of the Board, President, Chief Executive Officer and

 .........................................    Director (principal executive officer)

           (WILLIAM M. LANDUYT)



            /S/ ROBERT E. LEE               President, Chief Executive Officer of Millennium Inorganic Chemicals

 .........................................    and Director

             (ROBERT E. LEE)



          /S/ JOHN E. LUSHEFSKI             Senior Vice President and Chief Financial Officer (principal

 .........................................    financial officer)

           (JOHN E. LUSHEFSKI)



                                            Director

 .........................................

               (LORD BAKER)



         /S/ WORLEY H. CLARK, JR.           Director

 .........................................

          (WORLEY H. CLARK, JR.)



          /S/ MARTIN D. GINSBURG            Director

 .........................................

           (MARTIN D. GINSBURG)



              /S/ GLENARTHUR                Director

 .........................................

            (LORD GLENARTHUR)



         /S/ DAVID J. P. MEACHIN            Director

 .........................................

          (DAVID J. P. MEACHIN)



           /S/ MARTIN G. TAYLOR             Director

 .........................................

            (MARTIN G. TAYLOR)



           /S/ MARIE S. DREHER              Vice President-Corporate Controller

 .........................................    (principal accounting officer)

            (MARIE S. DREHER)

</TABLE>



                                       32













                          STATEMENT OF DIFFERENCES

                          ------------------------



The dagger symbol shall be expressed as...............................   'D'




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