SEC FORM 5

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

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

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^*

JEPSEN JOHN R

(Last)

(First)

(Middle)

(Street)

MIDDLEBURY

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)
	Vice President & Treasurer

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)
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)	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							24,403	D
Common Stock	12/31/2003		J⁽¹⁾	39.834	D	$0	1,886.501	I	ESOP 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)
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)	(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	5,000		5,000	D
NQ Stock Option (Right to Buy)	$6.38						01/21/2004	02/20/2013	Common Stock	8		8	D
NQ Stock Option (Right to Buy)	$7.25						10/22/2003	11/21/2012	Common Stock	2,132		2,132	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	22,642		22,642	D
ISO Stock Option (Right to Buy)	$5.85						10/20/2004	10/19/2013	Common Stock	5,000		5,000	D
ISO Stock Option (Right to Buy)	$6.38						01/21/2004	01/21/2013	Common Stock	29,992		29,992	D
ISO Stock Option (Right to Buy)	$7.25						10/22/2003	10/22/2012	Common Stock	7,868		7,868	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						10/19/2000	10/19/2009	Common Stock	27,358		27,358	D
ISO Stock Option (Right to Buy)	$14.3438						08/05/2000	10/14/2008	Common Stock	5,000		5,000	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.

	John R. Jepsen	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.