<PAGE>
<PAGE>

                                                            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                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

  1 Grosvenor Place, London, England                              SWIX 7JH
(Address of Principal Executive Offices)                         (Zip Code)

                               SCM CHEMICALS, INC.
                      RETIREMENT SAVINGS & INVESTMENT PLAN
                            (Full title of the plan)

                                GRAHAM DRANSFIELD
                                 Vice President
                            Millennium Chemicals Inc.
                 1 Grosvenor Place   London, England SWIX 7JH
              Copy to: Senior Vice President-Law and Administration
                            Millennium Chemicals Inc.
                  99 Wood Avenue South Iselin, New Jersey 08830
                     (Name and address of agent for service)
                                 (908) 603-6600
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
 Title of                       Proposed Maxi-   Proposed Maxi-
Securities                       mum Offering    mum Aggregate       Amount of
  to be         Amount to be       Price Per         Offering       Registration
Registered       Registered        Share (2)           Price             Fee
--------------------------------------------------------------------------------
Common Stock,
par value $.01     253,298         $23.6875        $6,000,000         $2,068.97
per share (1)
--------------------------------------------------------------------------------
(1) In Addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) Determined in accordance with Rule 457(c) based on the average of the high
and low sales prices on the New York Stock Exchange on September 25, 1996.


<PAGE>
<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference

        The following documents and portions of documents filed by Registrant or
by the Plan pursuant to the Securities Act of 1933 (the "Act") and the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

        (a) The Plan's Annual Report on Form 11-K for the year ended December
31, 1995 (Commission file No. 33-33206) and Registrant's Registration Statement
on Form 10 (the "Form 10"), effective August 23, 1996, and Registrant's
Information Statement, dated August 23, 1996 attached as Annex A to Form 10
furnished to holders of Ordinary Shares in the capital of Hanson PLC in
connection with a proposed dividend of 100% of the capital stock of Registrant,
including the description therein at page 78 of the Common Stock.

        (b) All documents filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by Registrant since the effective date of the Form 10 and by
Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act on or subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities being offered pursuant hereto have been sold or which deregisters all
such securities then remaining unsold, also shall be deemed to be a part hereof
from the date of filing of such documents.


Item 6.  Indemnification of Directors and Officers.

        In accordance with Section 145 of the Delaware General Corporation Law
("DGCL"), which provides for the indemnification of directors, officers and
employees under certain circumstances, Article XIV ("Article XIV") of the
Registrant's By-Laws grants the Registrant's directors, officers and employees a
right to indemnification for all expenses, liabilities and losses relating to
civil, criminal, administrative or investigative proceedings to which they are a
party (i) by reason of the fact that they are or were directors, officers or
employees of Registrant or (ii) by reason of the fact, while they are or were
directors, officers or employees of Registrant, they are or were serving at the
request of Registrant as directors, officers, members, employees, fiduciaries or
agents of another corporation, partnership, joint venture, trust or enterprise.
Article XIV of the By-Laws further provides for the mandatory advancement of
expenses incurred by officers and directors in defending such proceedings in
advance of their final disposition upon delivery to Registrant by the indemnitee
of an undertaking to repay all amounts so advanced if it is ultimately
determined that such indemnitee is not entitled to be

                                      II-1

<PAGE>
<PAGE>



indemnified under Article XIV. Registrant may not indemnify or make advance
payments to any person in connection with proceedings initiated against
Registrant by such person without the authorization of the Registrant's Board of
Directors, except with respect to counterclaims, cross-claims, third-party
claims or as otherwise ordered by a court of competent jurisdiction.

        In addition, Article XIV provides that directors and officers therein
described shall be indemnified to the fullest extent permitted by Section 145 of
the DGCL, or any successor provisions or amendments thereunder. In the event
that any such successor provisions or amendments provide indemnification rights
broader than permitted prior thereto, Article XIV allows such broader
indemnification rights to apply retroactively with respect to any predating
alleged action or inaction and also allows the indemnification to continue after
an indemnitee has ceased to be a director or officer of the corporation and to
inure to the benefit of the indemnitee's heirs, executors and administrators.

        Article XIV further provides that the right to indemnification is not
exclusive of any other right which any indemnitee may have or thereafter acquire
under any statute, the Certificate of Incorporation or By-Laws, any agreement or
vote of stockholders or disinterested directors or otherwise, and allows
Registrant to indemnify and advance expenses to any person whom the corporation
has the power to indemnify under the DGCL or otherwise.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for directors and officers and controlling persons pursuant
to the foregoing provisions, Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

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


Item 8.        Exhibits.

 4.1           Form of amended and Restated Certificate of
               Incorporation of Registrant incorporated by
               reference to Exhibit 3.1 of Registrant's Form 10 as
               filed August 23, 1996.

                                          II-2

<PAGE>
<PAGE>




4.2            Amended and Restated By-Laws of Registrant incorporated by
               reference to Exhibit 3.2 to Registrant's Form 10 as filed
               August 23, 1996.

4.3            Specimen form of certificate representing Common Stock of
               Registrant incorporated by reference to Exhibit 4.1 to
               Registrant's Form 10 as filed August 23, 1996.

4.4            SCM Chemicals, Inc. Retirement Savings & Investment
               Plan.

5.1            Internal Revenue Service Determination letter,
               dated January 2, 1996, indicating that the Plan is
               a qualified plan under Code Section 401(a).

23.1           Consent of Price Waterhouse LLP, independent
               accountants, Morristown, New Jersey.

23.2           Consent of Ernst & Young LLP, independent
               auditors, Hull, England.

23.3           Consent of Ernst & Young LLP, independent auditors,
               Hackensack, New Jersey

23.4           Consent of William M. Landuyt

23.5           Consent of Robert E. Lee

23.6           Consent of The Rt. Hon. Kenneth Baker CH MP

23.7           Consent of Worley H. Clark, Jr.

23.8           Consent of The Rt. Hon. Lord Glenarthur

23.9           Consent of David J.P. Meachin

23.10          Consent of Martin G. Taylor


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 fact or event arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement: (iii) to include any
material information with respect to the plan of distribution not

                                      II-3

<PAGE>
<PAGE>



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 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 that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.


        (b) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

        (h) 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4

<PAGE>
<PAGE>







                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in London, England on September 27, 1996.


                                                     MILLENNIUM CHEMICALS INC.
                                                     (Registrant)



                                                 By:   /s/ Graham Dransfield
                                                     ---------------------------
                                                           Graham Dransfield




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


Signature                      Title                       Date



/s/ Derek C. Bonham            President and               September 27, 1996
-----------------------        Director (Principal
Derek C. Bonham FCA            Executive Officer)



/s/ Andrew J. H. Dougal        Treasurer and               September 27, 1996
-----------------------        Director (Principal
Andrew J. H. Dougal            Financial Officer and
                               Principal Accounting
                               Officer)



/s/ Graham Dransfield          Vice President and          September 27, 1996
-----------------------        Director
Graham Dransfield




                                      II-5

<PAGE>
<PAGE>





        Pursuant to the requirements of the Securities Act of 1933, the Benefits
Administration Committee has duly caused this Registration Statement to be
signed on behalf of the Plan by the undersigned, thereunto duly authorized, in
the City of Iselin, and State of New Jersey on September 27, 1996.

                                            SCM CHEMICALS, INC.
                                            RETIREMENT SAVINGS & INVESTMENT PLAN


                                      By:      /s/ Anna M. Grant
                                            -------------------------
                                            Name:  Anna M. Grant
                                            Title:  Committee Member




                                      II-6

<PAGE>
<PAGE>



                                  EXHIBIT INDEX
Exhibit
  No.

4.1            Form of amended and Restated Certificate of Incorporation of
               Registrant incorporated by reference to Exhibit 3.1 of
               Registrant's Form 10 as filed August 23, 1996.

4.2            Amended and Restated By-Laws of Registrant incorporated by
               reference to Exhibit 3.2 to Registrant's Form 10 as filed
               August 23, 1996.

4.3            Specimen form of certificate representing Common Stock of
               Registrant incorporated by reference to Exhibit 4.1 to
               Registrant's Form 10 as filed August 23, 1996.

4.4            SCM Chemicals, Inc. Retirement Savings & Investment
               Plan.

5.1            Internal Revenue Service Determination letter, dated
               January 2, 1996, indicating that the Plan is a
               qualified plan under Code Section 401(a).

23.1           Consent of Price Waterhouse LLP, independent accountants,
               Morristown, New Jersey.

23.2           Consent of Ernst & Young LLP, independent
               auditors, Hull, England.

23.3           Consent of Ernst & Young LLP, independent auditors,
               Hackensack, New Jersey.

23.4           Consent of William M. Landuyt

23.5           Consent of Robert E. Lee

23.6           Consent of The Rt. Hon. Kenneth Baker CH MP

23.7           Consent of Worley H. Clark, Jr.

23.8           Consent of The Rt. Hon. Lord Glenarthur

23.9           Consent of David J.P. Meachin

23.10          Consent of Martin G. Taylor


                                      II-7

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "MILLENNIUM/SCM CHEMICALS S-8", "secsgml_size_bytes": 17810}]
{"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": "333-13141", "film-number": "96637638"}, "business-address": {"street1": "99 WOOD AVENUE SOUTH", "city": "ISELIN", "state": "NJ", "zip": "08830", "phone": "9086036600"}}
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                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

  1 Grosvenor Place, London, England                              SWIX 7JH
(Address of Principal Executive Offices)                         (Zip Code)

                               SCM CHEMICALS, INC.
                      RETIREMENT SAVINGS & INVESTMENT PLAN
                            (Full title of the plan)

                                GRAHAM DRANSFIELD
                                 Vice President
                            Millennium Chemicals Inc.
                 1 Grosvenor Place   London, England SWIX 7JH
              Copy to: Senior Vice President-Law and Administration
                            Millennium Chemicals Inc.
                  99 Wood Avenue South Iselin, New Jersey 08830
                     (Name and address of agent for service)
                                 (908) 603-6600
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
 Title of                       Proposed Maxi-   Proposed Maxi-
Securities                       mum Offering    mum Aggregate       Amount of
  to be         Amount to be       Price Per         Offering       Registration
Registered       Registered        Share (2)           Price             Fee
--------------------------------------------------------------------------------
Common Stock,
par value $.01     253,298         $23.6875        $6,000,000         $2,068.97
per share (1)
--------------------------------------------------------------------------------
(1) In Addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) Determined in accordance with Rule 457(c) based on the average of the high
and low sales prices on the New York Stock Exchange on September 25, 1996.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

        The following documents and portions of documents filed by Registrant or
by the Plan pursuant to the Securities Act of 1933 (the "Act") and the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

        (a) The Plan's Annual Report on Form 11-K for the year ended December
31, 1995 (Commission file No. 33-33206) and Registrant's Registration Statement
on Form 10 (the "Form 10"), effective August 23, 1996, and Registrant's
Information Statement, dated August 23, 1996 attached as Annex A to Form 10
furnished to holders of Ordinary Shares in the capital of Hanson PLC in
connection with a proposed dividend of 100% of the capital stock of Registrant,
including the description therein at page 78 of the Common Stock.

        (b) All documents filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by Registrant since the effective date of the Form 10 and by
Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act on or subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities being offered pursuant hereto have been sold or which deregisters all
such securities then remaining unsold, also shall be deemed to be a part hereof
from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

        In accordance with Section 145 of the Delaware General Corporation Law
("DGCL"), which provides for the indemnification of directors, officers and
employees under certain circumstances, Article XIV ("Article XIV") of the
Registrant's By-Laws grants the Registrant's directors, officers and employees a
right to indemnification for all expenses, liabilities and losses relating to
civil, criminal, administrative or investigative proceedings to which they are a
party (i) by reason of the fact that they are or were directors, officers or
employees of Registrant or (ii) by reason of the fact, while they are or were
directors, officers or employees of Registrant, they are or were serving at the
request of Registrant as directors, officers, members, employees, fiduciaries or
agents of another corporation, partnership, joint venture, trust or enterprise.
Article XIV of the By-Laws further provides for the mandatory advancement of
expenses incurred by officers and directors in defending such proceedings in
advance of their final disposition upon delivery to Registrant by the indemnitee
of an undertaking to repay all amounts so advanced if it is ultimately
determined that such indemnitee is not entitled to be

                                      II-1
indemnified under Article XIV. Registrant may not indemnify or make advance
payments to any person in connection with proceedings initiated against
Registrant by such person without the authorization of the Registrant's Board of
Directors, except with respect to counterclaims, cross-claims, third-party
claims or as otherwise ordered by a court of competent jurisdiction.

        In addition, Article XIV provides that directors and officers therein
described shall be indemnified to the fullest extent permitted by Section 145 of
the DGCL, or any successor provisions or amendments thereunder. In the event
that any such successor provisions or amendments provide indemnification rights
broader than permitted prior thereto, Article XIV allows such broader
indemnification rights to apply retroactively with respect to any predating
alleged action or inaction and also allows the indemnification to continue after
an indemnitee has ceased to be a director or officer of the corporation and to
inure to the benefit of the indemnitee's heirs, executors and administrators.

        Article XIV further provides that the right to indemnification is not
exclusive of any other right which any indemnitee may have or thereafter acquire
under any statute, the Certificate of Incorporation or By-Laws, any agreement or
vote of stockholders or disinterested directors or otherwise, and allows
Registrant to indemnify and advance expenses to any person whom the corporation
has the power to indemnify under the DGCL or otherwise.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for directors and officers and controlling persons pursuant
to the foregoing provisions, Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

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

Item 8.        Exhibits.

 4.1           Form of amended and Restated Certificate of
               Incorporation of Registrant incorporated by
               reference to Exhibit 3.1 of Registrant's Form 10 as
               filed August 23, 1996.

                                          II-2
4.2            Amended and Restated By-Laws of Registrant incorporated by
               reference to Exhibit 3.2 to Registrant's Form 10 as filed
               August 23, 1996.

4.3            Specimen form of certificate representing Common Stock of
               Registrant incorporated by reference to Exhibit 4.1 to
               Registrant's Form 10 as filed August 23, 1996.

4.4            SCM Chemicals, Inc. Retirement Savings & Investment
               Plan.

5.1            Internal Revenue Service Determination letter,
               dated January 2, 1996, indicating that the Plan is
               a qualified plan under Code Section 401(a).

23.1           Consent of Price Waterhouse LLP, independent
               accountants, Morristown, New Jersey.

23.2           Consent of Ernst & Young LLP, independent
               auditors, Hull, England.

23.3           Consent of Ernst & Young LLP, independent auditors,
               Hackensack, New Jersey

23.4           Consent of William M. Landuyt

23.5           Consent of Robert E. Lee

23.6           Consent of The Rt. Hon. Kenneth Baker CH MP

23.7           Consent of Worley H. Clark, Jr.

23.8           Consent of The Rt. Hon. Lord Glenarthur

23.9           Consent of David J.P. Meachin

23.10          Consent of Martin G. Taylor

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 fact or event arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement: (iii) to include any
material information with respect to the plan of distribution not

                                      II-3
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 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 that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

        (h) 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in London, England on September 27, 1996.

                                                     MILLENNIUM CHEMICALS INC.
                                                     (Registrant)

                                                 By:   /s/ Graham Dransfield
                                                     ---------------------------
                                                           Graham Dransfield

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

Signature                      Title                       Date

/s/ Derek C. Bonham            President and               September 27, 1996
-----------------------        Director (Principal
Derek C. Bonham FCA            Executive Officer)

/s/ Andrew J. H. Dougal        Treasurer and               September 27, 1996
-----------------------        Director (Principal
Andrew J. H. Dougal            Financial Officer and
                               Principal Accounting
                               Officer)

/s/ Graham Dransfield          Vice President and          September 27, 1996
-----------------------        Director
Graham Dransfield

                                      II-5
Pursuant to the requirements of the Securities Act of 1933, the Benefits
Administration Committee has duly caused this Registration Statement to be
signed on behalf of the Plan by the undersigned, thereunto duly authorized, in
the City of Iselin, and State of New Jersey on September 27, 1996.

                                            SCM CHEMICALS, INC.
                                            RETIREMENT SAVINGS & INVESTMENT PLAN

                                      By:      /s/ Anna M. Grant
                                            -------------------------
                                            Name:  Anna M. Grant
                                            Title:  Committee Member

                                      II-6
EXHIBIT INDEX
Exhibit
  No.

4.1            Form of amended and Restated Certificate of Incorporation of
               Registrant incorporated by reference to Exhibit 3.1 of
               Registrant's Form 10 as filed August 23, 1996.

4.2            Amended and Restated By-Laws of Registrant incorporated by
               reference to Exhibit 3.2 to Registrant's Form 10 as filed
               August 23, 1996.

4.3            Specimen form of certificate representing Common Stock of
               Registrant incorporated by reference to Exhibit 4.1 to
               Registrant's Form 10 as filed August 23, 1996.

4.4            SCM Chemicals, Inc. Retirement Savings & Investment
               Plan.

5.1            Internal Revenue Service Determination letter, dated
               January 2, 1996, indicating that the Plan is a
               qualified plan under Code Section 401(a).

23.1           Consent of Price Waterhouse LLP, independent accountants,
               Morristown, New Jersey.

23.2           Consent of Ernst & Young LLP, independent
               auditors, Hull, England.

23.3           Consent of Ernst & Young LLP, independent auditors,
               Hackensack, New Jersey.

23.4           Consent of William M. Landuyt

23.5           Consent of Robert E. Lee

23.6           Consent of The Rt. Hon. Kenneth Baker CH MP

23.7           Consent of Worley H. Clark, Jr.

23.8           Consent of The Rt. Hon. Lord Glenarthur

23.9           Consent of David J.P. Meachin

23.10          Consent of Martin G. Taylor

                                      II-7