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

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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^*

FICKENSCHER GERALD H

(Last)

(First)

(Middle)

BENSON ROAD

(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
Officer (give title below)	X	Other (specify below)
		Former Officer

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							106,812	D
Common Stock	08/31/2003		J⁽¹⁾	4,740.9172	A	$0	8,120.1022	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)	$7.92	08/31/2003		J⁽²⁾		12,627	10/23/2002	08/31/2003	Common Stock	12,627	$0	0	D
NQ Stock Option (Right to Buy)	$7.92						10/23/2002	08/31/2008	Common Stock	30,000		30,000	D
NQ Stock Option (Right to Buy)	$8.1562						10/31/2001	08/31/2006	Common Stock	75,000		75,000	D
NQ Stock Option (Right to Buy)	$8.3437						10/19/2000	08/31/2006	Common Stock	100,000		100,000	D
NQ Stock Option (Right to Buy)	$13						08/04/1999	10/17/2005	Common Stock	7,817		7,817	D
NQ Stock Option (Right to Buy)	$13						08/04/1999	11/17/2005	Common Stock	3,683		3,683	D
NQ Stock Option (Right to Buy)	$14.3438						08/05/1999	08/31/2008	Common Stock	25,000		25,000	D
NQ Stock Option (Right to Buy)	$14.5						08/04/1999	08/20/2006	Common Stock	21,741		21,741	D
NQ Stock Option (Right to Buy)	$14.5						08/04/1999	09/20/2006	Common Stock	3,259		3,259	D
NQ Stock Option (Right to Buy)	$14.625						08/04/1999	10/18/2004	Common Stock	10,000		10,000	D
NQ Stock Option (Right to Buy)	$26.4063						08/04/1999	10/06/2007	Common Stock	2,082		2,082	D
NQ Stock Option (Right to Buy)	$26.4063						08/04/1999	11/06/2007	Common Stock	12,918		12,918	D

Explanation of Responses:

1. These shares were acquired during the fiscal year pursuant to the Registrant's ESOP Plan and through reinvestment of dividends paid on the shares in this fund.

2. Expired by its term without exercise or payment.

	Gerald H. Fickenscher	02/12/2004
	** 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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