<PAGE>
 
<PAGE>



     As filed with the Securities and Exchange Commission on October 8, 1996
                                                     Registration No. 33-_______

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                            MILLENNIUM CHEMICALS INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                            22-3436215
        (State or other jurisdiction of      (I.R.S. Employer Identification
        incorporation or organization)                   Number)

                              99 Wood Avenue South
                            Iselin, New Jersey 08830
               (Address of principal executive offices) (Zip code)

            Millennium Chemicals Inc. Long Term Stock Incentive Plan
                            (Full title of the plan)

                         George H. Hempstead, III, Esq.
                 Senior Vice President - Law and Administration
                              99 Wood Avenue South
                            Iselin, New Jersey 08830
                                 (908) 603-6600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================
Title of securities to   Amount to be     Proposed maximum   Proposed maximum      Amount of
be registered             registered       offering price   aggregate offering   registration
                                            per share(1)          price               fee
----------------------------------------------------------------------------------------------
<S>                    <C>                 <C>                <C>               <C>
Common Stock,
par value $0.01 per
share                  3,909,000 shares       $22.625         $88,441,125        $26,800.34
==============================================================================================

</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) and (c).



<PAGE>
 
<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        Item 3.  Incorporation of Documents By Reference.

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission by Millennium Chemicals Inc., a Delaware corporation (the "Company"),
are incorporated herein by reference:

               (1) the Company's Registration Statement on Form 10, Registration
        No. 1-12091, filed with the Securities and Exchange Commission on August
        23, 1996;

               (2) the Company's  Information  Statement,  dated August 23, 1996
        attached as Annex A to the Company's  Registration Statement on Form 10,
        Registration No. 1-12091, furnished to holders of Ordinary Shares of the
        capital of Hanson PLC in connection  with the proposed  dividend of 100%
        of the capital stock of the Company; and

               (3) the  description  of the Company's  Common  Stock,  par value
        $0.01  per  share,   incorporated   by  reference   from  the  Company's
        Registration Statement filed on Form 10, Registration No. 1-12091, filed
        with the Securities and Exchange Commission on August 23, 1996, pursuant
        to Section 12 of the  Securities  and Exchange Act of 1934,  as amended,
        under the caption "Description of Capital Stock."

        All  documents  subsequently  filed by the  Company  pursuant to Section
13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  thereof  from the date of  filing  such
documents.

        Any statement in a document incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or superseded  for the purposes
of this Registration  Statement to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

        Item 4.  Description of Securities.

        Not applicable.

        Item 5.  Interest of Named Experts and Counsel.

        Not applicable.

        Item 6.  Indemnification of Directors and Officers.

        The  Company is  incorporated  in  Delaware.  Under  Section  145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power,  under  specified  circumstances,  to indemnify its directors,  officers,
employees and agents in connection  with actions,  suits or proceedings  brought
against them by a third party or in the right of the  corporation,  by reason of
the fact that they were or are such  directors,  officers,  employees or agents,
against expenses incurred in any action, suit or proceeding.  Article XIV of the
Company's By-Laws provides for  indemnification of directors and officers to the
fullest  extent  permitted  by the  General  Corporation  Law of  the  State  of
Delaware, as amended from time to time.

        Section  102(b)(7)  of the  General  Corporation  Law of  the  State  of
Delaware  provides that a certificate of  incorporation  may contain a provision
eliminating or limiting the personal liability of a director to the corporation


                                      II-1


<PAGE>
 
<PAGE>



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 (relating to liability for unauthorized  acquisitions or redemptions
of, or dividends on, capital stock) of the General  Corporation Law of the State
of Delaware,  or (iv) for any  transaction  from which the  director  derived an
improper  personal  benefit.  Article VII of the Company's  Amended and Restated
Certificate of Incorporation contains such a provision.

        The Company's  By-Laws  authorize the Company to purchase  insurance for
directors,  officers and employees of the Company,  and persons who serve at the
request of the Company as directors,  officers, members, employees,  fiduciaries
or agents of other enterprises  against any expense,  liability or loss incurred
in such  capacity,  whether or not the Company would have the power to indemnify
such persons  against such expense or liability  under the By-Laws.  The Company
intends to maintain  insurance  coverage for its directors and officers  under a
directors  and  officer's  liability  insurance  policy as well as  coverage  to
reimburse the Company for potential  costs of its  indemnification  of directors
and officers.

        Item 7.  Exemption from Registration Claimed.

        Not applicable.

        Item 8.  Exhibits.

        4.1    Form of Amended and Restated  Certificate of Incorporation of the
               Company.  Incorporated  by  reference  from  Exhibit  3.1  of the
               Company's  Registration  Statement on Form 10,  Registration  No.
               1-12091,  filed with the  Securities  and Exchange  Commission on
               August 23, 1996.

        4.2    By-Laws of the Company.  Incorporated  by reference  from Exhibit
               3.2  of  the  Company's   Registration   Statement  on  Form  10,
               Registration No. 1-12091,  filed with the Securities and Exchange
               Commission on August 23, 1996.

        4.3    Millennium   Chemicals  Inc.  Long  Term  Stock  Incentive  Plan.
               Incorporated  by reference  from Exhibit  10.25 of the  Company's
               Registration  Statement  on Form 10,  Registration  No.  1-12091,
               filed with the Securities  and Exchange  Commission on August 23,
               1996.

        4.4    Specimen  certificate  for Common Stock of  Millennium  Chemicals
               Inc.  Incorporated by reference from Exhibit 4.1 of the Company's
               Registration  Statement  on Form 10,  Registration  No.  1-12091,
               filed with the Securities  and Exchange  Commission on August 23,
               1996.

        5      Opinion of Weil, Gotshal & Manges LLP.

        23.01  Consent of Price Waterhouse LLP.

        23.02  Consent of Ernst & Young LLP.

        23.03  Consent of Ernst & Young.

        23.04  Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

        24     Powers of Attorney.



                                      II-2


<PAGE>
 
<PAGE>



        Item 9.  Undertakings.

        (a)    The undersigned registrant 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;  (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.  Notwithstanding the foregoing,  any
               increase  or  decrease  in volume of  securities  offered (if the
               total dollar value of  securities  offered  would not exceed that
               which was  registered) and any deviation from the low or high end
               of the estimated  maximum  offering range may be reflected in the
               form  of  prospectus  filed  with  the  Securities  and  Exchange
               Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
               changes in volume and price  represent  no more than a 20% change
               in  the  maximum  aggregate  offering  price  set  forth  in  the
               "calculation  of   registration   fee"  table  in  the  effective
               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;  provided,  however,
               that  paragraphs  (a)(1)(i) and (a)(1)(ii) of this section do not
               apply if the  registration  statement is on Form S-3, Form S-8 or
               Form  F-3,  and the  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed with or furnished to the  Securities  and
               Exchange  Commission by the registrant  pursuant to Section 13 or
               Section  15(d) of the  Securities  Exchange  Act of 1934 that are
               incorporated by reference in the registration statement.

                      (2) That,  for the purpose of  determining  any  liability
               under  the  Securities  Act of  1933,  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 the 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) The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  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 of 1933 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 Securities  Act of 1933 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
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                      II-3


<PAGE>
 
<PAGE>



                                   SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of London, State of England, on October 8, 1996.

                                            Millennium Chemicals Inc.



                                            By: /s/ George H. Hempstead
                                               _________________________________
                                               George H. Hempstead
                                               Senior Vice President - Law and
                                               Administration

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

               SIGNATURE                               TITLE                          DATE
               ---------                               -----                          ----
<S>                                          <C>                                     <C>


/s/ William M. Landuyt*                      Chairman of the Board and Chief         October 8, 1996
_________________________________________    Executive Officer
William M. Landuyt                       


/s/ Robert E. Lee*                           President, Chief Operating Officer and  October 8, 1996
_________________________________________    Director
Robert E. Lee                            



/s/ John E. Lushefski*                       Senior Vice President and Chief         October 8, 1996
_________________________________________    Financial Officer
John E. Lushefski                            


/s/ Marie S. Dreher*                         Corporate Controller                    October 8, 1996
_________________________________________   
Marie S. Dreher                      



/s/ The Rt. Hon. Kenneth Baker*              Director                                October 8, 1996
_________________________________________
The Rt. Hon. Kenneth Baker CH MP



/s/ Worley H. Clark, Jr.*                    Director                                October 8, 1996
_________________________________________
Worley H. Clark, Jr.



/s/ The Rt. Hon. The Lord Glenarthur         Director                                October 8, 1996
_________________________________________
The Rt. Hon. The Lord Glenarthur



/s/ David J.P. Meachin*                      Director                                October 8, 1996
_________________________________________
David J.P. Meachin



/s/ Martin G. Taylor*                        Director                                October 8, 1996
_________________________________________
Martin G. Taylor



/s/ Martin D. Ginsburg*                      Director                                October 8, 1996
_________________________________________
Martin D. Ginsburg



* By George H. Hempstead, III
  Attorney-in-fact



/s/ George H. Hempstead, III
_________________________________________
   George H. Hempstead, III


</TABLE>

                                      II-4


<PAGE>
 
<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit No.                                 Document
-----------                                 ---------
<C>           <S>
     4.1      Form of Amended and Restated  Certificate of  Incorporation of the
              Company.  Incorporated  by  reference  from  Exhibit  3.1  of  the
              Company's  Registration  Statement  on Form 10,  Registration  No.
              1-12091  filed with the  Securities  and  Exchange  Commission  on
              August 23, 1996.

     4.2      By-Laws of the Company. Incorporated by reference from Exhibit 3.2
              of the Company's  Registration  Statement on Form 10, Registration
              No. 1-12091 filed with the  Securities and Exchange  Commission on
              August 23, 1996.

     4.3      Millennium   Chemicals  Inc.  Long  Term  Stock   Incentive  Plan.
              Incorporated  by  reference  from Exhibit  10.25 of the  Company's
              Registration  Statement on Form 10, Registration No. 1-12091 filed
              with the Securities and Exchange Commission on August 23, 1996.

     4.4      Specimen Certificate for Common Stock of Millennium Chemicals Inc.
              Incorporated   by  reference   from  the  Company's   Registration
              Statement on Form 10,  Registration  No.  1-12091,  filed with the
              Securities and Exchange Commission on August 23, 1996.

     5        Opinion of Weil, Gotshal & Manges LLP.

    23.01     Consent of Price Waterhouse LLP.

    23.02     Consent of Ernst & Young LLP.

    23.03     Consent of Ernst & Young.

    23.04     Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

    24        Powers of Attorney.

</TABLE>





<PAGE>
[{"type": "S-8", "sequence": "1", "description": "MILLENNIUM S-8", "secsgml_size_bytes": 20141}]
{"company-data": {"conformed-name": "MILLENNIUM CHEMICALS INC", "cik": "0001018099", "assigned-sic": "2821", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13717", "film-number": "96640849"}, "business-address": {"street1": "99 WOOD AVENUE SOUTH", "city": "ISELIN", "state": "NJ", "zip": "08830", "phone": "9086036600"}}
As filed with the Securities and Exchange Commission on October 8, 1996
                                                     Registration No. 33-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                            MILLENNIUM CHEMICALS INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                            22-3436215
        (State or other jurisdiction of      (I.R.S. Employer Identification
        incorporation or organization)                   Number)

                              99 Wood Avenue South
                            Iselin, New Jersey 08830
               (Address of principal executive offices) (Zip code)

            Millennium Chemicals Inc. Long Term Stock Incentive Plan
                            (Full title of the plan)

                         George H. Hempstead, III, Esq.
                 Senior Vice President - Law and Administration
                              99 Wood Avenue South
                            Iselin, New Jersey 08830
                                 (908) 603-6600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
==============================================================================================
Title of securities to   Amount to be     Proposed maximum   Proposed maximum      Amount of
be registered             registered       offering price   aggregate offering   registration
                                            per share(1)          price               fee
----------------------------------------------------------------------------------------------
Common Stock,
par value $0.01 per
share                  3,909,000 shares       $22.625         $88,441,125        $26,800.34
==============================================================================================
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) and (c).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        Item 3.  Incorporation of Documents By Reference.

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission by Millennium Chemicals Inc., a Delaware corporation (the "Company"),
are incorporated herein by reference:

               (1) the Company's Registration Statement on Form 10, Registration
        No. 1-12091, filed with the Securities and Exchange Commission on August
        23, 1996;

               (2) the Company's  Information  Statement,  dated August 23, 1996
        attached as Annex A to the Company's  Registration Statement on Form 10,
        Registration No. 1-12091, furnished to holders of Ordinary Shares of the
        capital of Hanson PLC in connection  with the proposed  dividend of 100%
        of the capital stock of the Company; and

               (3) the  description  of the Company's  Common  Stock,  par value
        $0.01  per  share,   incorporated   by  reference   from  the  Company's
        Registration Statement filed on Form 10, Registration No. 1-12091, filed
        with the Securities and Exchange Commission on August 23, 1996, pursuant
        to Section 12 of the  Securities  and Exchange Act of 1934,  as amended,
        under the caption "Description of Capital Stock."

        All  documents  subsequently  filed by the  Company  pursuant to Section
13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  thereof  from the date of  filing  such
documents.

        Any statement in a document incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or superseded  for the purposes
of this Registration  Statement to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

        Item 4.  Description of Securities.

        Not applicable.

        Item 5.  Interest of Named Experts and Counsel.

        Not applicable.

        Item 6.  Indemnification of Directors and Officers.

        The  Company is  incorporated  in  Delaware.  Under  Section  145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power,  under  specified  circumstances,  to indemnify its directors,  officers,
employees and agents in connection  with actions,  suits or proceedings  brought
against them by a third party or in the right of the  corporation,  by reason of
the fact that they were or are such  directors,  officers,  employees or agents,
against expenses incurred in any action, suit or proceeding.  Article XIV of the
Company's By-Laws provides for  indemnification of directors and officers to the
fullest  extent  permitted  by the  General  Corporation  Law of  the  State  of
Delaware, as amended from time to time.

        Section  102(b)(7)  of the  General  Corporation  Law of  the  State  of
Delaware  provides that a certificate of  incorporation  may contain a provision
eliminating or limiting the personal liability of a director to the corporation

                                      II-1
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 (relating to liability for unauthorized  acquisitions or redemptions
of, or dividends on, capital stock) of the General  Corporation Law of the State
of Delaware,  or (iv) for any  transaction  from which the  director  derived an
improper  personal  benefit.  Article VII of the Company's  Amended and Restated
Certificate of Incorporation contains such a provision.

        The Company's  By-Laws  authorize the Company to purchase  insurance for
directors,  officers and employees of the Company,  and persons who serve at the
request of the Company as directors,  officers, members, employees,  fiduciaries
or agents of other enterprises  against any expense,  liability or loss incurred
in such  capacity,  whether or not the Company would have the power to indemnify
such persons  against such expense or liability  under the By-Laws.  The Company
intends to maintain  insurance  coverage for its directors and officers  under a
directors  and  officer's  liability  insurance  policy as well as  coverage  to
reimburse the Company for potential  costs of its  indemnification  of directors
and officers.

        Item 7.  Exemption from Registration Claimed.

        Not applicable.

        Item 8.  Exhibits.

        4.1    Form of Amended and Restated  Certificate of Incorporation of the
               Company.  Incorporated  by  reference  from  Exhibit  3.1  of the
               Company's  Registration  Statement on Form 10,  Registration  No.
               1-12091,  filed with the  Securities  and Exchange  Commission on
               August 23, 1996.

        4.2    By-Laws of the Company.  Incorporated  by reference  from Exhibit
               3.2  of  the  Company's   Registration   Statement  on  Form  10,
               Registration No. 1-12091,  filed with the Securities and Exchange
               Commission on August 23, 1996.

        4.3    Millennium   Chemicals  Inc.  Long  Term  Stock  Incentive  Plan.
               Incorporated  by reference  from Exhibit  10.25 of the  Company's
               Registration  Statement  on Form 10,  Registration  No.  1-12091,
               filed with the Securities  and Exchange  Commission on August 23,
               1996.

        4.4    Specimen  certificate  for Common Stock of  Millennium  Chemicals
               Inc.  Incorporated by reference from Exhibit 4.1 of the Company's
               Registration  Statement  on Form 10,  Registration  No.  1-12091,
               filed with the Securities  and Exchange  Commission on August 23,
               1996.

        5      Opinion of Weil, Gotshal & Manges LLP.

        23.01  Consent of Price Waterhouse LLP.

        23.02  Consent of Ernst & Young LLP.

        23.03  Consent of Ernst & Young.

        23.04  Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

        24     Powers of Attorney.

                                      II-2
Item 9.  Undertakings.

        (a)    The undersigned registrant 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;  (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.  Notwithstanding the foregoing,  any
               increase  or  decrease  in volume of  securities  offered (if the
               total dollar value of  securities  offered  would not exceed that
               which was  registered) and any deviation from the low or high end
               of the estimated  maximum  offering range may be reflected in the
               form  of  prospectus  filed  with  the  Securities  and  Exchange
               Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
               changes in volume and price  represent  no more than a 20% change
               in  the  maximum  aggregate  offering  price  set  forth  in  the
               "calculation  of   registration   fee"  table  in  the  effective
               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;  provided,  however,
               that  paragraphs  (a)(1)(i) and (a)(1)(ii) of this section do not
               apply if the  registration  statement is on Form S-3, Form S-8 or
               Form  F-3,  and the  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed with or furnished to the  Securities  and
               Exchange  Commission by the registrant  pursuant to Section 13 or
               Section  15(d) of the  Securities  Exchange  Act of 1934 that are
               incorporated by reference in the registration statement.

                      (2) That,  for the purpose of  determining  any  liability
               under  the  Securities  Act of  1933,  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 the 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) The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  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 of 1933 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 Securities  Act of 1933 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
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                      II-3
SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of London, State of England, on October 8, 1996.

                                            Millennium Chemicals Inc.

                                            By: /s/ George H. Hempstead
                                               _________________________________
                                               George H. Hempstead
                                               Senior Vice President - Law and
                                               Administration

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
SIGNATURE                               TITLE                          DATE
               ---------                               -----                          ----
/s/ William M. Landuyt*                      Chairman of the Board and Chief         October 8, 1996
_________________________________________    Executive Officer
William M. Landuyt                       

/s/ Robert E. Lee*                           President, Chief Operating Officer and  October 8, 1996
_________________________________________    Director
Robert E. Lee                            

/s/ John E. Lushefski*                       Senior Vice President and Chief         October 8, 1996
_________________________________________    Financial Officer
John E. Lushefski                            

/s/ Marie S. Dreher*                         Corporate Controller                    October 8, 1996
_________________________________________   
Marie S. Dreher                      

/s/ The Rt. Hon. Kenneth Baker*              Director                                October 8, 1996
_________________________________________
The Rt. Hon. Kenneth Baker CH MP

/s/ Worley H. Clark, Jr.*                    Director                                October 8, 1996
_________________________________________
Worley H. Clark, Jr.

/s/ The Rt. Hon. The Lord Glenarthur         Director                                October 8, 1996
_________________________________________
The Rt. Hon. The Lord Glenarthur

/s/ David J.P. Meachin*                      Director                                October 8, 1996
_________________________________________
David J.P. Meachin

/s/ Martin G. Taylor*                        Director                                October 8, 1996
_________________________________________
Martin G. Taylor

/s/ Martin D. Ginsburg*                      Director                                October 8, 1996
_________________________________________
Martin D. Ginsburg

* By George H. Hempstead, III
  Attorney-in-fact

/s/ George H. Hempstead, III
_________________________________________
   George H. Hempstead, III
II-4
EXHIBIT INDEX
Exhibit No.                                 Document
-----------                                 ---------
4.1      Form of Amended and Restated  Certificate of  Incorporation of the
              Company.  Incorporated  by  reference  from  Exhibit  3.1  of  the
              Company's  Registration  Statement  on Form 10,  Registration  No.
              1-12091  filed with the  Securities  and  Exchange  Commission  on
              August 23, 1996.

     4.2      By-Laws of the Company. Incorporated by reference from Exhibit 3.2
              of the Company's  Registration  Statement on Form 10, Registration
              No. 1-12091 filed with the  Securities and Exchange  Commission on
              August 23, 1996.

     4.3      Millennium   Chemicals  Inc.  Long  Term  Stock   Incentive  Plan.
              Incorporated  by  reference  from Exhibit  10.25 of the  Company's
              Registration  Statement on Form 10, Registration No. 1-12091 filed
              with the Securities and Exchange Commission on August 23, 1996.

     4.4      Specimen Certificate for Common Stock of Millennium Chemicals Inc.
              Incorporated   by  reference   from  the  Company's   Registration
              Statement on Form 10,  Registration  No.  1-12091,  filed with the
              Securities and Exchange Commission on August 23, 1996.

     5        Opinion of Weil, Gotshal & Manges LLP.

    23.01     Consent of Price Waterhouse LLP.

    23.02     Consent of Ernst & Young LLP.

    23.03     Consent of Ernst & Young.

    23.04     Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

    24        Powers of Attorney.