-------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 5, 2004 Date of Earliest Event Reported: May 5, 2004 MILLENNIUM CHEMICALS INC. (Exact name of registrant as specified in its charter) Delaware 1-12091 22-3436215 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) (Commission File Number) 20 Wight Avenue, Suite 100 Hunt Valley, Maryland 21030 (Address of principal executive offices) Registrant's telephone number, including area code: (410) 229-4400 -------------------------------------------------------------------------------- Item 9. Regulation FD Disclosure. On May 5, 2004, Millennium Chemicals announced the postponement of its previously announced conference call on first quarter operating results and outlook scheduled for 1:00 p.m. on May 5, 2004. The postponement of the call and the issuance of first quarter operating results is necessary to provide Millennium with additional time to analyze the potential accounting ramifications of revised FASB Interpretation No. 46, Consolidation of Variable Interest Entities. Millennium's May 5, 2004 press release regarding the postponement of the earnings release and conference call and the provision of information on first quarter results is being furnished with this Current Report on Form 8-K as Exhibit 99.1. The foregoing press release shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Exhibit Description ------- ----------- 99.1 Press Release issued May 5, 2004 Item 12. Results of Operations and Financial Condition. This press release is being furnished pursuant to Item 9 and Item 12. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. Dated: May 5, 2004 MILLENNIUM CHEMICALS INC. By:/C. William Carmean/ ----------------------------------------- C. William Carmean Senior Vice President, General Counsel & Secretary EXHIBIT INDEX Exhibit Description ------- ----------- 99.1 Press release issued May 5, 2004 STATEMENT OF DIFFERENCES Characters normally expressed as subscript shall be preceded by..............[u]