**Exhibit 3.2**

 

**BY-LAWS**

 

**of**

 

**MILLENNIUM CHEMICALS INC.**

 

**(amended and restated as of February 23, 2005)**

 

**ARTICLE I**

**OFFICES**

 

Section 1. Principal Office. The principal office shall be established and maintained at the office of theCorporation Trust Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware and said corporation shall be the resident agent of this corporation in charge thereof. 

 

Section 2. Other Offices. The corporation may have other offices,either within or outside of the State of Delaware at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require. 

 

**ARTICLE II**

**MEETINGS OF STOCKHOLDERS**

 

Section 1. Placeof Meetings. All meetings of stockholders shall be held at the principal office of the corporation or at such other place as shall be fixed by the Board of Directors or by vote of the stockholders. 

 

Section 2. Annual Meetings. The annual meeting of stockholders for theelection of directors and the transaction of other business shall be held once per calendar year, on the second Thursday in June of such year at 10:00 a.m. local time or on such other day and at such other time as shall be fixed by the Board ofDirectors or by vote of the stockholder. 

 

At each annualmeeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting. 

 

Section 3. Voting. Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporationand in accordance with the provisions of these By-Laws, shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless suchproxy provides for a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the Delaware GeneralCorporation Law (the “DGCL”). 

Section 4. Quorum. Except as otherwise required by the Certificate of Incorporation, these By-Lawsor the DGCL, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at anymeeting, a majority in interest of the stockholders entitled to vote thereat, present in time to time without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjournedmeeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meetingas originally noticed shall be entitled to vote at any adjournment or adjournments thereof. 

 

Section 5. Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called by the Board of Directors, the Chairman of the Board, if any, the President, any Vice President, theSecretary or any Assistant Secretary or by vote of the stockholders. No business other than that stated in the notice of the meeting shall be transacted at any special meeting. 

 

Section 6. Notice of Meetings. Notice of any meeting, stating the place, date and hour of the meeting, and in thecase of a duly called special meeting, the purpose or purposes for which the meeting is called, shall be given by the Chairman of the Board, if any, the President, any Vice President, the Secretary, or any Assistant Secretary by written,telegraphic, or by any other means of communication to each stockholder entitled to vote at his address as it appears on the records of the corporation not less than ten days nor more than sixty days before the meeting. 

 

Section 7. Action without Meeting. Whenever the vote of stockholdersat a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the Certificate of Incorporation, these By-Laws or the DGCL, the meeting and vote of stockholders may be dispensed with, if,subject to the provisions of the DGCL, a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all stockholders entitled to vote thereon were present and voted. 

 

Section 8. Organization. Meetings of the stockholders shall be presided over by the Chairman of the Board, if any, the President, any Vice President, or in their absence by a chairman to be chosen by a majorityof the stockholders entitled to vote at the meeting who are present in person or by proxy. The Secretary, an Assistant Secretary, or in their absence, any person appointed by the chairman of the meeting shall act as secretary of the meeting.

 

**ARTICLE III**

**DIRECTORS**

 

Section 1. Number and Term. The number of directors which shall constitute the whole board shall be one or more, with the specific number thereofto be determined from 

time to time by the Board of Directors or by the stockholders. The directors shall be elected at the annual meeting of the stockholders, except as providedin Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. 

 

Section 2. Resignations. Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the timespecified therein, and if no time be specified, at the time of its receipt by the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective. 

 

Section 3. Vacancies. Unless otherwise provided in the Certificate of Incorporation or these By-Laws, vacancies andnewly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If at any time, by reason ofdeath or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder may call a special meeting of stockholders in accordance with the provisions of the Certificate of Incorporation or theseBy-Laws to elect one or more directors. 

 

Section 4.Removal. Any director or directors may be removed with or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote. 

 

Section 5. Powers. The Board of Directors shall exercise all of thepowers of the corporation except such as are conferred upon or reserved to the stockholders by the Certificate of Incorporation, these By-Laws or otherwise by law. 

 

Section 6. Committees. The Board of Directors may, by resolution or resolutions, passed by a majority of the wholeboard, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in said resolution or resolutions or in these By-Laws, shall have and may exercise the powers of theBoard in the management of the business and affairs of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. The committees shall keep regular minutesof their proceedings and report the same to the board when required. The Board shall have power at any time to fill vacancies in, change the membership of, designate one or more directors as alternate members of, or discharge any such committee.

 

Section 7. Meetings. An annual organizational meetingof the Board of Directors may be held without notice immediately after the annual meeting of the stockholders or at such other time and place as may be fixed by consent in writing of all the directors. 

 

Regular meetings of the Board of Directors may be held without notice at suchplaces and times as shall be determined from time to time by resolution of the Board. 

 

Special meetings of the Board of Directors may be called by Chairman of the Board, if any, the President, the Secretary or the greater of one director or one-third of the entire Board on at least two days’ noticeto each director and shall be held at such place or places as may be agreed upon by the directors, or as shall be stated in the call of the meeting. 

Members of the Board of Directors or any committee designated by the Board, may participate in a meetingof the Board or of such committee, as the case may be, by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to thisprocedure shall constitute presence in person at such meeting. 

 

Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary or an Assistant Secretary shall actas secretary of the meeting, but in their absence the chairman of the meeting may appoint any person to act as secretary of the meeting. 

 

Section 8. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committeethereof may be taken without a meeting if all the members of the Board or of such committee, as the case may be, consent thereto in writing and such written consent is filed with the minutes of the proceedings of the Board or committee. 

 

Section 9. Quorum. At all meetings of the Board of Directors or ofany committee thereof, one-third of the entire Board or committee shall constitute a quorum for the transaction of business. However, whenever the Board or the stockholders shall determine that there be two or less members of the Board or committee,then and only then, one director shall constitute a quorum. 

 

Except as otherwise provided by the Certificate of Incorporation, these By-Laws or the DGCL, the act of a majority of the directors at a meeting at which a quorum is present shall be the act of the Board of Directors. If at any meeting ofthe Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall have been obtained. 

 

Section 10. Compensation. Directors shall not receive any stated salary for their services as directors or as members of committees, but byresolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer,agent or otherwise, and receiving compensation therefor. 

 

**ARTICLE IV**

**OFFICERS**

 

Section 1. Officers. The officers of the corporation shall be a President, one or more Vice Presidents, a Treasurer, and a Secretary, and suchAssistant Officers as the Board of Directors may deem proper. In addition, the Board may elect a Chairman of the Board. All of 

such officers shall be elected by the Board. None of the officers, except the Chairman of the Board, if any, need be directors. The officers shall be electedat the first meeting of the Board after each annual meeting of stockholders and each officer elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by thesame person, except that the President shall not also be the Secretary. 

 

Section 2. Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties asshall be determined from time to time by the Board. 

 

Section 3.Chairman. The Chairman of the Board, if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board. 

 

Section 4. President. The President shall be the chief executiveofficer of the corporation and shall have the general powers and duties of supervision and management and execution usually vested in the office of President of a corporation. He shall preside, in the absence or non-election of the Chairman of theBoard, at all meetings of the stockholders and of the Board of Directors, shall have general supervision, direction and control of the business of the corporation and shall perform such other duties as from time to time may be specified by theBoard. 

 

Section 5. Treasurer. The Treasurer shall havethe care and custody of the funds and securities of the corporation and shall have such powers and perform such duties as are incident to the office of Treasurer, or as may from time to time be specified by the Board of Directors. The Treasurershall be subject to the control of the Board and to the powers of the President. 

 

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the stockholders and shall have the care and custody of the seal and the minute books of the corporation and shallhave such powers and perform such duties as are incident to the office of the Secretary or as may from time to time be specified by the Board. The Secretary shall be subject to the control of the Board. 

 

Section 7. Assistant Officers. Unless otherwise provided in theseBy-Laws, the Vice Chairman of the Board, any Vice President, any Assistant Secretary and any Assistant Treasurer, if any, shall, in the order of their respective seniorities, in the absence or disability of the Chairman of the Board, President,Secretary or Treasurer, respectively, perform the duties of such officer and shall generally assist the Chairman of the Board, President, Secretary or Treasurer, respectively. 

 

Section 8. Resignations. Any officer may resign at any time upon written notice to the corporation. Such resignationshall take effect at the time specified therein, or if no time specified, at the time of its receipt by the President, the Secretary or the Board of Directors. 

Section 9. Vacancies. A vacancy in any office arising from any cause may be filled by the Board ofDirectors 

 

Section 10. Removal. The Board of Directorsmay remove any officer with or without cause at any time. 

 

**ARTICLE V**

**MISCELLANEOUS**

 

Section 1. Certificates of Stock. Certificates of stock, numbered and with the seal of the corporation affixed, signed by the President or VicePresident, and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation. When such certificates are signed by a transferagent or an assistant transfer agent or by a transfer clerk acting on behalf of the corporation and a registrar, the signatures of such officers may be facsimiles. 

 

Section 2. Lost Certificate. A new certificate of stock may be issued in the place of any certificate thereforeissued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as theymay direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate. 

 

Section 3. Transfer of Shares. The shares of stock of the corporationshall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof tothe person in charge of the stock and transfer books and ledgers, or such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer, and aduplicate thereof mailed to the Delaware office, and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer. 

 

Section 4. Closing of Transfer Books. The Board of Directors shall have power to close the stock transfer books ofthe corporation for a period not more than five days preceding the date of any meeting of stockholders, the date for payment of any dividend, the date for the allotment of rights or the date when any change or conversion or exchange of capital stockshall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date not more than sixty days, and in the case of any meeting of stockholders not less than ten days,preceding the day of any meeting of stockholders or the date for the payment of any dividend, the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for thedetermination of the stockholders entitled to notice of, and to vote at, such meeting, or entitled to receive payment of any such dividends or any such allotment of rights or to exercise 

the rights in respect of any such change, conversion or exchange of capital stock, and in such case such stockholders only as shall be stockholders of recordon the date so fixed shall be entitled to such notice of, and to vote at such meeting, or to receive payment of such dividend or to receive such allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of anystock on the books of the corporation after any such record date fixed as aforesaid. 

 

Section 5. Dividends. Subject to the provisions of the Certificate of Incorporation and the DGCL, the Board of Directors may, out of funds legally available therefore at any regular or special meeting, declaredividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time totime in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation. 

 

Section 6. Seal. The corporate seal shall be circular in form andshall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 

 

Section 7. Fiscal Year. The fiscal year of the corporation shall bethe calendar year, unless otherwise determined by the Board of Directors. 

 

Section 8. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agentor agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors. 

 

Section 9. Notice and Waiver of Notice. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expresslyso stated and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed post-paid wrapper, addressed to the person entitled thereto at his last known post office address, and such noticeshall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by the DGCL. 

 

Whenever any notice whatever is required to be given under the provisions ofthe Certificate of Incorporation, these By-Laws or the DGCL, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. 

 

Section 10. Voting Other Stocks. Unless otherwise directed by theBoard of Directors, the Chairman of the Board, if any, the President, any Vice President, the Treasurer or the Secretary may vote any shares of stock issued by another corporation and owned by the corporation at any stockholders’ meeting ofsuch other corporation and the Chairman of the 

Board, if any, the President, any Vice President, the Treasurer or the Secretary shall have the authority on behalf of the corporation to execute and delivera proxy or proxies for any stockholders’ meeting or give any stockholders’ consent in respect of the shares of stock of such other corporation owned by the corporation. 

 

Section 11. Indemnification. 

 

(a) Indemnification of Officers and Directors. The corporation shall indemnify the officers anddirectors of the corporation with respect to all matters to which Section 145 of the DGCL 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 orallowed by said Section 145. Any repeal or modification of this Section 11 shall not in any way diminish any rights to indemnification of such person or the obligations of the corporation that may have previously arisen hereunder. 

 

(b) Non-Exclusivity of Rights. The right toindemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 11 shall not be exclusive of any other right which any person may have or hereafter acquire under anystatute, the corporation’s Certificate of Incorporation, any By-Law, any agreement, a vote of stockholders or of disinterested directors or otherwise, both as to action in that person’s official capacity and as to action in any othercapacity by holding such office, and shall continue after the person ceases to serve the corporation as a director or officer or to serve another entity at the request of the corporation. 

 

(c) Insurance. The corporation may maintaininsurance, at its expense, to protect itself and any director or officer of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation wouldhave the power to indemnify such person against such expense, liability or loss under the DGCL. 

 

(d) Indemnity Agreements. The corporation may from time to time enter into indemnity agreements with the persons who are members ofits Board of Directors, its elected officers and with such other persons as the Board of Directors 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 theCompany. The corporation may, under procedures authorized from time to time by the Board of Directors, grant rights to indemnification, and to be paid by the corporation the expenses incurred in defending any proceeding in advance of its finaldisposition to any employee or agent of the corporation to the fullest extent of the provisions of this Section 11. 

 

Section 12. Restriction on the Ownership of Shares of the Corporation. All shares of the corporation issued to any person other than Lyondell afterthe Effective Time of the business combination of the corporation, Millennium Subsidiary LLC and Lyondell under the 

Lyondell Merger Agreement shall automatically and immediately be transferred and sold to Lyondell or, if directed by Lyondell, to a subsidiary of Lyondell orto the trustee of The Millennium Chemicals Inc. Employee Incentive Trust (the “SAYE Trustee”). In exchange for so transferring and selling its shares of the corporation, a stockholder shall receive the number of shares of Lyondell commonstock equal to the number of shares of the corporation subject to the automatic transfer and sale multiplied by the Exchange Ratio; provided, however, that any fractional share resulting from such multiplication shall be rounded to the nearest wholeshare. This restriction on the ownership of shares of the Corporation shall be noted conspicuously on the certificates representing the shares of the corporation or, in the case of uncertificated shares, contained in the appropriate notices sent tostockholders pursuant to §151(f) of the DGCL. As used in this Section 12, “Lyondell” shall mean Lyondell Chemical Company, a Delaware corporation, “Lyondell Merger Agreement” shall mean the Agreement and Plan of Merger datedMarch 28, 2004 by and among Lyondell, the Corporation and Millennium Subsidiary LLC and the terms “Effective Time” and “Exchange Ratio” shall have the meanings given to such terms in the Lyondell Merger Agreement. 

 

**ARTICLE VI**

**AMENDMENTS**

 

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal of By-Law or ByLaws to be made, be contained in thenotice of such special meeting, by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal,or By-Laws to be made, be contained in the notice of such special meeting.