SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
VAGNINI MICHAEL F
(Last) (First) (Middle)
(Street)
MIDDLEBURY CT 06749
(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)
Corporate Controller
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 2,023 D
Common Stock 12/31/2003 J(1) 333.111 D $0 3,714.421 I ESOP TRUST
Common Stock 12/31/2003 J(2) 17.7712 A $0 94.9537 I DRIP
Common Stock 12/31/2003 J(3) 502 A $0 61,798 I LTIP Trust
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NQ Stock Option (Right to Buy) $5.85 10/20/2004 11/19/2013 Common Stock 13,812 13,812 D
NQ Stock Option (Right to Buy) $6.38 01/21/2004 02/20/2013 Common Stock 5,690 5,690 D
NQ Stock Option (Right to Buy) $7.25 10/22/2003 10/22/2012 Common Stock 7,132 7,132 D
NQ Stock Option (Right to Buy) $7.92 10/23/2002 11/22/2011 Common Stock 10,000 10,000 D
NQ Stock Option (Right to Buy) $8.1562 10/31/2001 11/30/2010 Common Stock 20,000 20,000 D
NQ Stock Option (Right to Buy) $8.343 10/19/2000 11/19/2009 Common Stock 40,473 40,473 D
NQ Stock Option (Right to Buy) $14.3438 08/04/1999 11/14/2008 Common Stock 727 727 D
ISO Stock Option (Right to Buy) $5.85 10/20/2004 10/19/2013 Common Stock 6,188 6,188 D
ISO Stock Option (Right to Buy) $6.38 01/21/2004 01/21/2013 Common Stock 24,310 24,310 D
ISO Stock Option (Right to Buy) $7.25 10/22/2003 10/22/2012 Common Stock 12,868 12,868 D
ISO Stock Option (Right to Buy) $7.92 10/23/2003 10/23/2011 Common Stock 10,000 10,000 D
ISO Stock Option (Right to Buy) $8.343 10/19/2001 10/19/2009 Common Stock 9,527 9,527 D
ISO Stock Option (Right to Buy) $14.3438 08/04/1999 10/14/2008 Common Stock 7,273 7,273 D
ISO Stock Option (Right to Buy) $16.875 08/04/1999 11/16/2006 Common Stock 5,000 5,000 D
ISO Stock Option (Right to Buy) $26.4063 08/04/1999 11/07/2007 Common Stock 5,000 5,000 D
NQ Rights Option $11.7469 12/31/2003 J(4) 2,874 08/21/1996 12/16/2003 Common Stock 2,874 $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 registrant's Dividend Reinvestment Plan and through the reinvestment of dividends paid on the shares in this fund.
3. 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.
4. Expired by its term without exercise or payment.
Michael F. Vagnini 02/11/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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