<PAGE>
 
     As filed with the Securities and Exchange Commission on June 6, 1996.

                                                      REGISTRATION NO. _________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                         LYONDELL PETROCHEMICAL COMPANY
             (Exact name of Registrant as specified in its charter)
<TABLE>
<S>                                  <C>                                         <C>
           Delaware                           1221 McKinney, Suite 1600               95-4160558
  (State or other jurisdiction)                 Houston, Texas 77010               (I.R.S. Employer
of incorporation or organization)    (Address of principal executive offices)     Identification No.)
                                                    (Zip Code)
</TABLE>
                              ------------------

                         LYONDELL PETROCHEMICAL COMPANY
                             RESTRICTED STOCK PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

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

                                Kerry A. Galvin
                              Finance Counsel and
                              Assistant Secretary
                         Lyondell Petrochemical Company
                           1221 McKinney, Suite 1600
                             Houston, Texas  77010
                    (Name and address of agent for service)

                                 (713) 652-7200
         (Telephone number, including area code, of agent for service)

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


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
                                                  PROPOSED MAXIMUM OFFERING          PROPOSED MAXIMUM                              
         TITLE OF                AMOUNT TO BE              PRICE                        AGGREGATE           AMOUNT OF REGISTRATION 
SECURITIES TO BE REGISTERED       REGISTERED          PER SHARE(1)(2)               OFFERING PRICE(1)                FEE           
- ---------------------------------------------------------------------------------------------------------------------------------- 
<S>                              <C>           <C>                              <C>                         <C>
Common Stock, par value $1.00
  per share                           100,000            $25.44                     $2,544,000.00                 $877.24
==================================================================================================================================
</TABLE>

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

(2)       Average of the high and low of the sales price of Lyondell Common
          Stock on June 3rd.
<PAGE>
 
                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

       *    Information required by Part I to be contained in the Section 10(a)
            prospectus is omitted from the Registration Statement in accordance
            with Rule 428 under the Securities Act of 1933 (the "Securities
            Act") and the Note to Part I of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The following documents filed with the Securities and Exchange
       Commission are incorporated herein by reference:

                 (a) Lyondell Petrochemical Company's ("the Company") Annual
            Report on Form 10-K for the year ended December 31, 1995 ("1995 Form
            10-K") (File No. 1-10145);

                 (b) All other reports filed pursuant to Section 13(a) or 15(d)
            of the Securities Exchange Act of 1934 (the "Exchange Act") since
            the end of the fiscal year covered by the document referred to in
            (a) above; and

                 (c) The description of the Company's Common Stock contained in
            the registration statement pursuant to which the Company's shares of
            Common Stock were registered under Section 12 of the Exchange Act,
            and any amendments or reports filed for the purpose of updating such
            description.

            All documents subsequently filed by the Company pursuant to Sections
       13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
       post-effective amendment which indicates that all securities offered
       hereby have been sold or which deregisters all securities remaining
       unsold, shall be deemed to be incorporated by reference herein and to be
       a part hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

            Not applicable.

                                       1
<PAGE>
 
       ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

            The legality of the Common Stock is offered hereby by Jeffrey R.
       Pendergraft, General Counsel for the Company.

            The consolidated balance sheets of Lyondell Petrochemical Company at
       December 31, 1995 and 1994 and the related consolidated statements of
       income and accumulated deficit and cash flows for each of the three years
       in the period ended December 31, 1995 in Lyondell's 1995 Annual Report on
       Form 10-K have been audited by Coopers & Lybrand L.L.P., independent
       accountants, as set forth in their report which includes an explanatory
       paragraph pertaining to a change in the method of accounting for certain
       turnaround costs during 1993, included therein and incorporated herein by
       reference.  Such consolidated financial statements are incorporated by
       reference in reliance upon such reports given upon the authority of such
       firm as experts in accounting and auditing.

       ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

            The Company's certificate of incorporation and By-Laws provide that
       the Company will indemnify each of its directors and officers to the full
       extent permitted by the laws of the State of Delaware and may indemnify
       certain other persons as authorized by the Delaware General Corporation
       Law (the "GCL").  Section 145 of the GCL provides as follows:

                 "(a)  A corporation shall have power to indemnify any person
            who was or is a party or is threatened to be made a party to any
            threatened, pending or completed action, suit or proceeding, whether
            civil, criminal, administrative or investigative (other than an
            action by or in the right of the corporation) by reason of the fact
            that he is or was a director, officer, employee or agent of the
            corporation, or is or was serving at the request of the corporation
            as a director, officer, employee or agent of another corporation,
            partnership, joint venture, trust or other enterprise, against
            expenses (including attorneys' fees), judgments, fines and amounts
            paid in settlement actually and reasonably incurred by him in
            connection with such action, suit or proceeding if he acted  in good
            faith and in a manner he reasonably believed to be in or not opposed
            to the best interests of the corporation, and, with respect to any
            criminal action or proceeding, had no reasonable cause to believe
            his conduct was unlawful. The termination of any action, suit or
            proceeding by judgment, order, settlement, conviction, or upon a
            plea of nolo contendere or its equivalent, shall not, of itself,
            create a presumption that the person did not act in good faith and
            in a manner which he reasonably believed to be in or not opposed to
            the best interests of the corporation, and, with respect to any
            criminal action or proceeding, had reasonable cause to believe that
            his conduct was unlawful.

                 (b) A corporation shall have power to indemnify any person who
            was or is a party or is threatened to be made a party to any
            threatened, pending or completed action or suit by or in the right
            of the corporation to procure a judgment in its favor by reason of
            the fact that he is or was a director, officer, employee or agent of
            the corporation, or is or was serving at the request of the
            corporation as a director, officer, employee or agent of another
            corporation, partnership, joint venture, trust or other enterprise
            against expenses (including attorneys' fees) actually and reasonably
            incurred by him in connection with the defense or settlement of such
            action or suit if he acted in good faith and in a manner he
            reasonably believed to be in or not opposed to the best interests of
            the corporation and except that no indemnification shall be made

                                       2
<PAGE>
 
            in respect of any claim, issue or matter as to which such person
            shall have been adjudged to be liable to the corporation unless and
            only to the extent that the Court of Chancery or the court in which
            such action or suit was brought shall determine upon application
            that, despite the adjudication of liability but in view of all the
            circumstances of the case, such person is fairly and reasonably
            entitled to indemnity for such expenses which the Court of Chancery
            or such other court shall deem proper.

                 (c) To the extent that a director, officer, employee or agent
            of a corporation has been successful on the merits or otherwise in
            defense of any action, suit or proceeding referred to in subsections
            (a) and (b), or in defense of any claim, issue or matter therein, he
            shall be indemnified against expenses (including attorneys' fees)
            actually and reasonably incurred by him in connection therewith.

                 (d) Any indemnification under subsections (a) and (b) (unless
            ordered by a court) shall be made by the corporation only as
            authorized in the specific case upon a determination that
            indemnification of the director, officer, employee or agent is
            proper in the circumstances because he has met the applicable
            standard of conduct set forth in subsections (a) and (b). Such
            determination shall be made (1) by the board of directors by a
            majority vote of a quorum consisting of directors who were not
            parties to such action, suit or proceeding, or (2) if such a quorum
            is not obtainable, or, even if obtainable a quorum of disinterested
            directors so directs, by independent legal counsel in a written
            opinion, or (3) by the stockholders.

                 (e) Expenses (including attorneys' fees) incurred by an officer
            or director in defending any civil, criminal, administrative, or
            investigative action, suit or proceeding may be paid by the
            corporation in advance of the final disposition of such action, suit
            or proceeding upon receipt of an undertaking by or on behalf of such
            director or officer to repay such amount if it shall ultimately be
            determined that he is not entitled to be indemnified by the
            corporation as authorized in this Section. Such expenses (including
            attorneys' fees) incurred by other employees and agents may be so
            paid upon such terms and conditions, if any, as the board of
            directors deems appropriate.

                 (f) The indemnification and advancement of expenses provided
            by, or granted pursuant to, the other subsections of this Section
            shall not be deemed exclusive of any other rights to which those
            seeking indemnification or advancement of expenses may be entitled
            under any by-law, agreement, vote of stockholders or disinterested
            directors or otherwise, both as to action in his official capacity
            and as to action in another capacity while holding such office.

                 (g) A corporation shall have power to purchase and maintain
            insurance on behalf of any person who is or was a director, officer,
            employee or agent of the corporation, or is or was serving at the
            request of the corporation as a director, officer, employee or agent
            of another corporation, partnership, joint venture, trust or other
            enterprise against any liability asserted against him and incurred
            by him in any such capacity, or arising out of his status as such,
            whether or not the corporation would have the power to indemnify him
            against such liability under the provisions of this Section.

                 (h) For purposes of this Section, references to "the
            corporation" shall include, in addition to the resulting
            corporation, any constituent corporation (including any constituent
            of a

                                       3
<PAGE>
 
            constituent) absorbed in a consolidation or merger which, if its
            separate existence had continued, would have had power and authority
            to indemnify its directors, officers, and employees or agents, so
            that any person who is or was a director, officer, employee or agent
            for such constituent corporation, or is or was serving at the
            request of such constituent corporation as a director, officer,
            employee or agent of another corporation, partnership, joint
            venture, trust or other enterprise, shall stand in the same position
            under the provisions of this Section with respect to the resulting
            or surviving corporation as he would have with respect to such
            constituent corporation if its separate existence had continued.

                 (i) For purposes of this Section, references to "other
            enterprises" shall include employee benefit plans; references to
            "fines" shall include any excise taxes assessed on a person with
            respect to an employee benefit plan; and references to "serving at
            the request of the corporation" shall include any service as a
            director, officer, employee or agent of the corporation which
            imposes duties on, or involves services by, such director, officer,
            employee, or agent with respect to an employee benefit plan, its
            participants, or beneficiaries; and a person who acted in good faith
            and in a manner he reasonably believed to be in the interest of the
            participants and beneficiaries of an employee benefit plan shall be
            deemed to have acted in a manner "not opposed to the best interests
            of the corporation" as referred to in this Section.

                 (j) The indemnification and advancement of expenses provided
            by, or granted pursuant to, this section shall, unless otherwise
            provided when authorized or ratified, continue as to a person who
            has ceased to be a director, officer, employee or agent and shall
            inure to the benefit of the heirs, executors and administrators of
            such a person."

            The By-Laws of the Company provide as follows:

                 "The Company shall indemnify the officers and directors of the
            Company with respect to all matters to which Section 145 of the
            General Corporation Law of the State of Delaware 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 or allowed by said Section 145.  Any repeal or
            modification of this Section shall not in any way diminish any
            rights to indemnification of such person or the obligations of the
            Company that may have previously arisen hereunder."

            Lyondell's certificate of incorporation limits the personal
       liability of directors to the Company and its stockholders for monetary
       damages resulting from certain breaches of the directors' fiduciary
       duties.  The Company maintains directors and officers liability
       insurance.

            Insofar as the indemnification for liabilities arising under the
       Securities Act 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 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

                                       4
<PAGE>
 
       appropriate jurisdiction the question whether such indemnification by it
       is against public policy as expressed in the Securities Act and will be
       governed by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8.  EXHIBITS

            Reference is made to the Exhibit Index which immediately precedes
       the exhibits filed with this Registration Statement.

ITEM 9.  UNDERTAKINGS

            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, unless the information required
                 to be included in a post-effective amendment is contained in a
                 periodic report filed by the Registrant pursuant to Section 13
                 or Section 15(d) of the Securities Exchange Act of 1934 which
                 is incorporated by reference in this Registration Statement;

                      (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, unless the information required to be included in a
                 post-effective amendment is contained in a periodic report
                 filed by the Registrant pursuant to Section 13 or Section 15(d)
                 of the Securities Exchange Act of 1934 which is incorporated by
                 reference in this 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.

                 (2) That for the purpose of determining any liability under the
            Securities Act, 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.

            The undersigned Registrant hereby undertakes that, for the purpose
       of determining any liability under the Securities Act, each filing of the
       Registrant's annual report pursuant to section 13(a) or section

                                       5
<PAGE>
 
       15(d) of the Exchange Act that is incorporated by reference in the
       Registration Statement shall be deemed to be a new registration statement
       relating to the securities offered herein, and the offering of such
       securities at that time shall be deemed to be the initial bona fide
       offering thereof.

                 See Item 6, "Indemnification of Directors and Officers," for
       the undertaking pursuant to Item 512(h) of Regulation S-K.


                                   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 THE CITY OF HOUSTON, STATE OF
       TEXAS, ON JUNE 6, 1996.

                                      LYONDELL PETROCHEMICAL COMPANY

                                      By: /s/ Russell S. Young
                                         ---------------------
                                           Russell S. Young
                                           Senior Vice President,
                                           Chief Financial Officer
                                           and Treasurer

            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
       REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
       CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
 
                    SIGNATURE                                   TITLE                    DATE    
- -------------------------------------------------  --------------------------------  ------------ 
<S>                                                <C>                               <C>
BOB G. GOWER*                                      Chairman of the Board and         June 6, 1996
- -------------------------------------------------  Chief Executive Officer
(Bob G. Gower, Principal Executive Officer)

WILLIAM T. BUTLER*                                 Director                          June 6, 1996
- -------------------------------------------------
(William T. Butler)

CURTIS J. CRAWFORD*                                Director                          June 6, 1996
- -------------------------------------------------
(Curtis J. Crawford)

TRAVIS ENGEN*                                      Director                          June 6, 1996
- -------------------------------------------------
(Travis Engen)

STEPHEN F. HINCHLIFFE, JR.*                        Director                          June 6, 1996
- -------------------------------------------------
(Stephen F. Hinchliffe, Jr.)

DUDLEY C. MECUM II*                                Director                          June 6, 1996
- -------------------------------------------------
(Dudley C. Mecum II)
</TABLE> 

                                       6
<PAGE>
 
<TABLE> 
<CAPTION> 

                    SIGNATURE                                   TITLE                    DATE     
- -------------------------------------------------  --------------------------------  ------------ 
<S>                                                <C>                               <C>
DAN F. SMITH                                       President, Chief Operating        June 6, 1996
- -------------------------------------------------  Officer and Director
(Dan F. Smith)

PAUL R. STALEY*                                    Director                          June 6, 1996
- -------------------------------------------------
(Paul R. Staley)

RUSSELL S. YOUNG                                   Senior Vice President, Chief      June 6, 1996
- -------------------------------------------------  Financial Officer and Treasurer
(Russell S. Young, Principal Financial Officer)

JOSEPH M. PUTZ                                     Vice President and Controller     June 6, 1996
- -------------------------------------------------
(Joseph M. Putz, Principal Accounting Officer)

*By  RUSSELL S. YOUNG                                                                June 6, 1996
    ---------------------------------------------
     (Russell S. Young, as Attorney-in-fact)
</TABLE>

<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------
<TABLE>
<CAPTION>
                                                                          Sequential
                                                                             Page
Exhibit No.                          Description                           Number*
- -----------  -----------------------------------------------------------  ----------
<C>          <S>                                                          <C>
        3.1  Restated Certificate of Incorporation of the Company
             - incorporated by reference as an exhibit to the
             Registrant's Registration Statement on Form S-1 (No.
             33-25407).
        3.2  Amendment No. 1 to the Restated Certificate of
             Incorporation of the Registrant - incorporated by
             reference as an exhibit to the Registrant's Registration
             Statement on Form S-3 dated as of May 5, 1994 and
             incorporated herein by reference.
        3.3  Amended and Restated By-laws of the Company -
             incorporated by reference as Exhibit 3.3 to the
             Company's Annual Report on Form 10-K for the period
             ending December 31, 1994.
        3.4  Amendment No. 1 to the Amended and Restated By-
             Laws of the Company - incorporated by reference as
             Exhibit 3.2(a) to the Company's Annual Report on
             Form 10-K for the period ending December 31, 1995.
          4  Form of Granting Agreement to be sent by the
             Company to employees participating in the Restricted
             Stock Plan.
          5  Opinion and consent of Jeffrey R. Pendergraft, General
             Counsel for the Company.
       24.1  Consent of Jeffrey R. Pendergraft (included as part of
             Exhibit 5).
       24.2  Consent of Coopers & Lybrand, L.L.P.
         25  Power of Attorney.
</TABLE>
       ____________________

       *  This information appears only in the manually signed original.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28240}]
{"company-data": {"conformed-name": "LYONDELL PETROCHEMICAL CO", "cik": "0000842635", "assigned-sic": "2911", "irs-number": "954160558", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05399", "film-number": "96577810"}, "business-address": {"street1": "1221 MCKINNEY ST", "street2": "STE 1600", "city": "HOUSTON", "state": "TX", "zip": "77010", "phone": "7136527200"}, "mail-address": {"street1": "1221 MCKINNEY ST", "street2": "SUITE 1600", "city": "HOUSTON", "state": "TX", "zip": "77010"}}
As filed with the Securities and Exchange Commission on June 6, 1996.

                                                      REGISTRATION NO. _________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                         LYONDELL PETROCHEMICAL COMPANY
             (Exact name of Registrant as specified in its charter)
Delaware                           1221 McKinney, Suite 1600               95-4160558
  (State or other jurisdiction)                 Houston, Texas 77010               (I.R.S. Employer
of incorporation or organization)    (Address of principal executive offices)     Identification No.)
                                                    (Zip Code)
------------------

                         LYONDELL PETROCHEMICAL COMPANY
                             RESTRICTED STOCK PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

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

                                Kerry A. Galvin
                              Finance Counsel and
                              Assistant Secretary
                         Lyondell Petrochemical Company
                           1221 McKinney, Suite 1600
                             Houston, Texas  77010
                    (Name and address of agent for service)

                                 (713) 652-7200
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                  PROPOSED MAXIMUM OFFERING          PROPOSED MAXIMUM                              
         TITLE OF                AMOUNT TO BE              PRICE                        AGGREGATE           AMOUNT OF REGISTRATION 
SECURITIES TO BE REGISTERED       REGISTERED          PER SHARE(1)(2)               OFFERING PRICE(1)                FEE           
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00
  per share                           100,000            $25.44                     $2,544,000.00                 $877.24
==================================================================================================================================
(1)       Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(c).

(2)       Average of the high and low of the sales price of Lyondell Common
          Stock on June 3rd.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

       *    Information required by Part I to be contained in the Section 10(a)
            prospectus is omitted from the Registration Statement in accordance
            with Rule 428 under the Securities Act of 1933 (the "Securities
            Act") and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The following documents filed with the Securities and Exchange
       Commission are incorporated herein by reference:

                 (a) Lyondell Petrochemical Company's ("the Company") Annual
            Report on Form 10-K for the year ended December 31, 1995 ("1995 Form
            10-K") (File No. 1-10145);

                 (b) All other reports filed pursuant to Section 13(a) or 15(d)
            of the Securities Exchange Act of 1934 (the "Exchange Act") since
            the end of the fiscal year covered by the document referred to in
            (a) above; and

                 (c) The description of the Company's Common Stock contained in
            the registration statement pursuant to which the Company's shares of
            Common Stock were registered under Section 12 of the Exchange Act,
            and any amendments or reports filed for the purpose of updating such
            description.

            All documents subsequently filed by the Company pursuant to Sections
       13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
       post-effective amendment which indicates that all securities offered
       hereby have been sold or which deregisters all securities remaining
       unsold, shall be deemed to be incorporated by reference herein and to be
       a part hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

            Not applicable.

                                       1
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

            The legality of the Common Stock is offered hereby by Jeffrey R.
       Pendergraft, General Counsel for the Company.

            The consolidated balance sheets of Lyondell Petrochemical Company at
       December 31, 1995 and 1994 and the related consolidated statements of
       income and accumulated deficit and cash flows for each of the three years
       in the period ended December 31, 1995 in Lyondell's 1995 Annual Report on
       Form 10-K have been audited by Coopers & Lybrand L.L.P., independent
       accountants, as set forth in their report which includes an explanatory
       paragraph pertaining to a change in the method of accounting for certain
       turnaround costs during 1993, included therein and incorporated herein by
       reference.  Such consolidated financial statements are incorporated by
       reference in reliance upon such reports given upon the authority of such
       firm as experts in accounting and auditing.

       ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

            The Company's certificate of incorporation and By-Laws provide that
       the Company will indemnify each of its directors and officers to the full
       extent permitted by the laws of the State of Delaware and may indemnify
       certain other persons as authorized by the Delaware General Corporation
       Law (the "GCL").  Section 145 of the GCL provides as follows:

                 "(a)  A corporation shall have power to indemnify any person
            who was or is a party or is threatened to be made a party to any
            threatened, pending or completed action, suit or proceeding, whether
            civil, criminal, administrative or investigative (other than an
            action by or in the right of the corporation) by reason of the fact
            that he is or was a director, officer, employee or agent of the
            corporation, or is or was serving at the request of the corporation
            as a director, officer, employee or agent of another corporation,
            partnership, joint venture, trust or other enterprise, against
            expenses (including attorneys' fees), judgments, fines and amounts
            paid in settlement actually and reasonably incurred by him in
            connection with such action, suit or proceeding if he acted  in good
            faith and in a manner he reasonably believed to be in or not opposed
            to the best interests of the corporation, and, with respect to any
            criminal action or proceeding, had no reasonable cause to believe
            his conduct was unlawful. The termination of any action, suit or
            proceeding by judgment, order, settlement, conviction, or upon a
            plea of nolo contendere or its equivalent, shall not, of itself,
            create a presumption that the person did not act in good faith and
            in a manner which he reasonably believed to be in or not opposed to
            the best interests of the corporation, and, with respect to any
            criminal action or proceeding, had reasonable cause to believe that
            his conduct was unlawful.

                 (b) A corporation shall have power to indemnify any person who
            was or is a party or is threatened to be made a party to any
            threatened, pending or completed action or suit by or in the right
            of the corporation to procure a judgment in its favor by reason of
            the fact that he is or was a director, officer, employee or agent of
            the corporation, or is or was serving at the request of the
            corporation as a director, officer, employee or agent of another
            corporation, partnership, joint venture, trust or other enterprise
            against expenses (including attorneys' fees) actually and reasonably
            incurred by him in connection with the defense or settlement of such
            action or suit if he acted in good faith and in a manner he
            reasonably believed to be in or not opposed to the best interests of
            the corporation and except that no indemnification shall be made

                                       2
in respect of any claim, issue or matter as to which such person
            shall have been adjudged to be liable to the corporation unless and
            only to the extent that the Court of Chancery or the court in which
            such action or suit was brought shall determine upon application
            that, despite the adjudication of liability but in view of all the
            circumstances of the case, such person is fairly and reasonably
            entitled to indemnity for such expenses which the Court of Chancery
            or such other court shall deem proper.

                 (c) To the extent that a director, officer, employee or agent
            of a corporation has been successful on the merits or otherwise in
            defense of any action, suit or proceeding referred to in subsections
            (a) and (b), or in defense of any claim, issue or matter therein, he
            shall be indemnified against expenses (including attorneys' fees)
            actually and reasonably incurred by him in connection therewith.

                 (d) Any indemnification under subsections (a) and (b) (unless
            ordered by a court) shall be made by the corporation only as
            authorized in the specific case upon a determination that
            indemnification of the director, officer, employee or agent is
            proper in the circumstances because he has met the applicable
            standard of conduct set forth in subsections (a) and (b). Such
            determination shall be made (1) by the board of directors by a
            majority vote of a quorum consisting of directors who were not
            parties to such action, suit or proceeding, or (2) if such a quorum
            is not obtainable, or, even if obtainable a quorum of disinterested
            directors so directs, by independent legal counsel in a written
            opinion, or (3) by the stockholders.

                 (e) Expenses (including attorneys' fees) incurred by an officer
            or director in defending any civil, criminal, administrative, or
            investigative action, suit or proceeding may be paid by the
            corporation in advance of the final disposition of such action, suit
            or proceeding upon receipt of an undertaking by or on behalf of such
            director or officer to repay such amount if it shall ultimately be
            determined that he is not entitled to be indemnified by the
            corporation as authorized in this Section. Such expenses (including
            attorneys' fees) incurred by other employees and agents may be so
            paid upon such terms and conditions, if any, as the board of
            directors deems appropriate.

                 (f) The indemnification and advancement of expenses provided
            by, or granted pursuant to, the other subsections of this Section
            shall not be deemed exclusive of any other rights to which those
            seeking indemnification or advancement of expenses may be entitled
            under any by-law, agreement, vote of stockholders or disinterested
            directors or otherwise, both as to action in his official capacity
            and as to action in another capacity while holding such office.

                 (g) A corporation shall have power to purchase and maintain
            insurance on behalf of any person who is or was a director, officer,
            employee or agent of the corporation, or is or was serving at the
            request of the corporation as a director, officer, employee or agent
            of another corporation, partnership, joint venture, trust or other
            enterprise against any liability asserted against him and incurred
            by him in any such capacity, or arising out of his status as such,
            whether or not the corporation would have the power to indemnify him
            against such liability under the provisions of this Section.

                 (h) For purposes of this Section, references to "the
            corporation" shall include, in addition to the resulting
            corporation, any constituent corporation (including any constituent
            of a

                                       3
constituent) absorbed in a consolidation or merger which, if its
            separate existence had continued, would have had power and authority
            to indemnify its directors, officers, and employees or agents, so
            that any person who is or was a director, officer, employee or agent
            for such constituent corporation, or is or was serving at the
            request of such constituent corporation as a director, officer,
            employee or agent of another corporation, partnership, joint
            venture, trust or other enterprise, shall stand in the same position
            under the provisions of this Section with respect to the resulting
            or surviving corporation as he would have with respect to such
            constituent corporation if its separate existence had continued.

                 (i) For purposes of this Section, references to "other
            enterprises" shall include employee benefit plans; references to
            "fines" shall include any excise taxes assessed on a person with
            respect to an employee benefit plan; and references to "serving at
            the request of the corporation" shall include any service as a
            director, officer, employee or agent of the corporation which
            imposes duties on, or involves services by, such director, officer,
            employee, or agent with respect to an employee benefit plan, its
            participants, or beneficiaries; and a person who acted in good faith
            and in a manner he reasonably believed to be in the interest of the
            participants and beneficiaries of an employee benefit plan shall be
            deemed to have acted in a manner "not opposed to the best interests
            of the corporation" as referred to in this Section.

                 (j) The indemnification and advancement of expenses provided
            by, or granted pursuant to, this section shall, unless otherwise
            provided when authorized or ratified, continue as to a person who
            has ceased to be a director, officer, employee or agent and shall
            inure to the benefit of the heirs, executors and administrators of
            such a person."

            The By-Laws of the Company provide as follows:

                 "The Company shall indemnify the officers and directors of the
            Company with respect to all matters to which Section 145 of the
            General Corporation Law of the State of Delaware 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 or allowed by said Section 145.  Any repeal or
            modification of this Section shall not in any way diminish any
            rights to indemnification of such person or the obligations of the
            Company that may have previously arisen hereunder."

            Lyondell's certificate of incorporation limits the personal
       liability of directors to the Company and its stockholders for monetary
       damages resulting from certain breaches of the directors' fiduciary
       duties.  The Company maintains directors and officers liability
       insurance.

            Insofar as the indemnification for liabilities arising under the
       Securities Act 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 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

                                       4
appropriate jurisdiction the question whether such indemnification by it
       is against public policy as expressed in the Securities Act and will be
       governed by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8.  EXHIBITS

            Reference is made to the Exhibit Index which immediately precedes
       the exhibits filed with this Registration Statement.

ITEM 9.  UNDERTAKINGS

            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, unless the information required
                 to be included in a post-effective amendment is contained in a
                 periodic report filed by the Registrant pursuant to Section 13
                 or Section 15(d) of the Securities Exchange Act of 1934 which
                 is incorporated by reference in this Registration Statement;

                      (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, unless the information required to be included in a
                 post-effective amendment is contained in a periodic report
                 filed by the Registrant pursuant to Section 13 or Section 15(d)
                 of the Securities Exchange Act of 1934 which is incorporated by
                 reference in this 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.

                 (2) That for the purpose of determining any liability under the
            Securities Act, 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.

            The undersigned Registrant hereby undertakes that, for the purpose
       of determining any liability under the Securities Act, each filing of the
       Registrant's annual report pursuant to section 13(a) or section

                                       5
15(d) of the Exchange Act that is incorporated by reference in the
       Registration Statement shall be deemed to be a new registration statement
       relating to the securities offered herein, and the offering of such
       securities at that time shall be deemed to be the initial bona fide
       offering thereof.

                 See Item 6, "Indemnification of Directors and Officers," for
       the undertaking pursuant to Item 512(h) of Regulation S-K.

                                   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 THE CITY OF HOUSTON, STATE OF
       TEXAS, ON JUNE 6, 1996.

                                      LYONDELL PETROCHEMICAL COMPANY

                                      By: /s/ Russell S. Young
                                         ---------------------
                                           Russell S. Young
                                           Senior Vice President,
                                           Chief Financial Officer
                                           and Treasurer

            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
       REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
       CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                                   TITLE                    DATE    
- -------------------------------------------------  --------------------------------  ------------
BOB G. GOWER*                                      Chairman of the Board and         June 6, 1996
- -------------------------------------------------  Chief Executive Officer
(Bob G. Gower, Principal Executive Officer)

WILLIAM T. BUTLER*                                 Director                          June 6, 1996
- -------------------------------------------------
(William T. Butler)

CURTIS J. CRAWFORD*                                Director                          June 6, 1996
- -------------------------------------------------
(Curtis J. Crawford)

TRAVIS ENGEN*                                      Director                          June 6, 1996
- -------------------------------------------------
(Travis Engen)

STEPHEN F. HINCHLIFFE, JR.*                        Director                          June 6, 1996
- -------------------------------------------------
(Stephen F. Hinchliffe, Jr.)

DUDLEY C. MECUM II*                                Director                          June 6, 1996
- -------------------------------------------------
(Dudley C. Mecum II)
6
SIGNATURE                                   TITLE                    DATE     
- -------------------------------------------------  --------------------------------  ------------
DAN F. SMITH                                       President, Chief Operating        June 6, 1996
- -------------------------------------------------  Officer and Director
(Dan F. Smith)

PAUL R. STALEY*                                    Director                          June 6, 1996
- -------------------------------------------------
(Paul R. Staley)

RUSSELL S. YOUNG                                   Senior Vice President, Chief      June 6, 1996
- -------------------------------------------------  Financial Officer and Treasurer
(Russell S. Young, Principal Financial Officer)

JOSEPH M. PUTZ                                     Vice President and Controller     June 6, 1996
- -------------------------------------------------
(Joseph M. Putz, Principal Accounting Officer)

*By  RUSSELL S. YOUNG                                                                June 6, 1996
    ---------------------------------------------
     (Russell S. Young, as Attorney-in-fact)
EXHIBIT INDEX
                                 -------------
Sequential
                                                                             Page
Exhibit No.                          Description                           Number*
- -----------  -----------------------------------------------------------  ----------
3.1  Restated Certificate of Incorporation of the Company
             - incorporated by reference as an exhibit to the
             Registrant's Registration Statement on Form S-1 (No.
             33-25407).
        3.2  Amendment No. 1 to the Restated Certificate of
             Incorporation of the Registrant - incorporated by
             reference as an exhibit to the Registrant's Registration
             Statement on Form S-3 dated as of May 5, 1994 and
             incorporated herein by reference.
        3.3  Amended and Restated By-laws of the Company -
             incorporated by reference as Exhibit 3.3 to the
             Company's Annual Report on Form 10-K for the period
             ending December 31, 1994.
        3.4  Amendment No. 1 to the Amended and Restated By-
             Laws of the Company - incorporated by reference as
             Exhibit 3.2(a) to the Company's Annual Report on
             Form 10-K for the period ending December 31, 1995.
          4  Form of Granting Agreement to be sent by the
             Company to employees participating in the Restricted
             Stock Plan.
          5  Opinion and consent of Jeffrey R. Pendergraft, General
             Counsel for the Company.
       24.1  Consent of Jeffrey R. Pendergraft (included as part of
             Exhibit 5).
       24.2  Consent of Coopers & Lybrand, L.L.P.
         25  Power of Attorney.
____________________

       *  This information appears only in the manually signed original.