SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ACKLEY ROBERT W

(Last)

(First)

(Middle)

CROMPTON CORPORATION

1 EXTRUSION DRIVE

(Street)

PAWCATUCK

06379

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CROMPTON CORP [ CK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive V.P. - Polymer Proc.

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								163,643	D
Common Stock								2,601.4596	I	By Wife
Common Stock	01/20/2004		J⁽¹⁾		16.095	D	$0	2,309.317	I	ESOP Trust
Common Stock	01/20/2004		J⁽²⁾		296	A	$0	34,908.77	I	LTIP Trust (1TA)
Common Stock	01/20/2004		J⁽³⁾		299	A	$0	14,078.14	I	LTIP Trust 1988
Common Stock	01/20/2004		J⁽⁴⁾		0.4179	A	$0	49.8341	I	ESPP
Common Stock	01/20/2004		J⁽⁵⁾		25,000	A	$0	25,000	I	Restricted Stock Account

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NQ Stock Option (Right to Buy)	$5.85							10/20/2004	11/19/2013	Common Stock	45,000		45,000	D
NQ Stock Option (Right to Buy)	$6.38							01/21/2004	02/20/2013	Common Stock	43,654		43,654	D
NQ Stock Option (Right to Buy)	$7.25							10/22/2003	11/21/2012	Common Stock	26,207		26,207	D
NQ Stock Option (Right to Buy)	$7.92							10/23/2002	11/22/2011	Common Stock	47,374		47,374	D
NQ Stock Option (Right to Buy)	$8.1562							10/31/2001	11/30/2010	Common Stock	75,000		75,000	D
NQ Stock Option (Right to Buy)	$8.3437							10/19/2000	11/19/2009	Common Stock	88,015		88,015	D
NQ Stock Option (Right to Buy)	$13							08/04/1999	12/18/2005	Common Stock	18,808		18,808	D
NQ Stock Option (Right to Buy)	$14.3438							08/05/1999	11/14/2008	Common Stock	50,000		50,000	D
NQ Stock Option (Right to Buy)	$14.5							08/04/1999	09/21/2006	Common Stock	72,416		72,416	D
NQ Stock Option (Right to Buy)	$14.625							08/04/1999	11/19/2004	Common Stock	13,163		13,163	D
NQ Stock Option (Right to Buy)	$16.875							08/04/1999	11/16/2006	Common Stock	20,000		20,000	D
NQ Stock Option (Right to Buy)	$19.3125	01/20/2004		J⁽⁶⁾			10,823	08/04/1999	11/20/2003	Common Stock	10,823	$0	0	D
NQ Stock Option (Right to Buy)	$26.4063							08/04/1999	11/07/2007	Common Stock	20,000		20,000	D
ISO Stock Option (Right to Buy)	$6.38							01/21/2005	01/21/2013	Common Stock	31,346		31,346	D
ISO Stock Option (Right to Buy)	$7.25							10/22/2004	10/22/2012	Common Stock	13,793		13,793	D
ISO Stock Option (Right to Buy)	$7.92							10/23/2003	10/23/2011	Common Stock	12,626		12,626	D
ISO Stock Option (Right to Buy)	$8.3437							10/19/2002	10/19/2009	Common Stock	11,985		11,985	D
ISO Stock Option (Right to Buy)	$13							08/04/1999	10/18/2005	Common Stock	7,692		7,692	D
ISO Stock Option (Right to Buy)	$14.5							08/04/1999	08/21/2006	Common Stock	27,584		27,584	D
ISO Stock Option (Right to Buy)	$14.625							08/04/1999	10/19/2004	Common Stock	6,837		6,837	D
ISO Stock Option (Right to Buy)	$19.3125	01/20/2004		J⁽⁶⁾			5,177	08/04/1999	10/20/2003	Common Stock	5,177	$0	0	D

Explanation of Responses:

1. These shares represent the net of (i) shares acquired during the fiscal year pursuant to the Registrant's ESOP Plan and through reinvestment of dividends paid on shares in this fund; and (ii) a non-discretionary ESOP Plan required distribution.

2. These shares were acquired during the fiscal year pursuant to the Long Term Incentive Plan and through reinvestment of dividends paid on the shares in this fund.

3. These shares were acquired during the fiscal year pursunat to the 1988 Long Term Incentive Plan and through reinvestment of dividends paid on the shares in this fund.

4. These shares represent the 1/22/04 balance on the individual's Crompton Corporation 2002 Employee Stock Purchase Plan (ESPP).

5. Restricted shares acquired pursuant to the 2004-2006 Long Term Incentive Plan. Shares will vest as follows: 6,250 on January 20, 2005; 6,250 on January 20, 2006, and 12,500 on January 20, 2007.

6. Expired by its term without exercise or payment.

	Robert W Ackley	01/22/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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