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^*

CALARCO VINCENT A

(Last)

(First)

(Middle)

199 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 Director

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2004

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	07/14/2004	07/14/2004	J⁽¹⁾		807,167	A	$6.02	1,323,289	D
Common Stock								760.02	I	BEP Trust
Common Stock								58,872	I	By Wife
Common Stock	07/14/2004	07/14/2004	J⁽²⁾		4,927.899	A	$0	57,945.14	I	DRIP
Common Stock	07/14/2004	07/14/2004	J⁽³⁾		3,148.927	A	$0	54,149.626	I	ESOP TRUST
Common Stock	07/14/2004	07/14/2004	J⁽¹⁾		474,498.1	D	$6.02	0	I	LTIP TRUST (1988)
Common Stock	07/14/2004	07/14/2004	J⁽¹⁾		186,193.41	D	$6.02	0	I	LITP TRUST (1TA)

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)	$6.38							01/21/2004	02/20/2013	Common Stock	358,654		358,654	D
NQ Stock Option (Right to Buy)	$7.25							10/22/2003	11/21/2012	Common Stock	211,207		211,207	D
NQ Stock Option (Right to Buy)	$7.92							10/23/2002	11/22/2011	Common Stock	337,374		337,374	D
NQ Stock Option (Right to Buy)	$8.1562							10/31/2001	11/30/2010	Common Stock	375,000		375,000	D
NQ Stock Option (Right to Buy)	$8.3437							10/19/2000	11/19/2009	Common Stock	788,015		788,015	D
NQ Stock Option (Right to Buy)	$13							08/04/1999	11/18/2005	Common Stock	102,308		102,308	D
NQ Stock Option (Right to Buy)	$14.3437							08/05/1999	11/14/2008	Common Stock	250,000		250,000	D
NQ Stock Option (Right to Buy)	$14.5							08/04/1999	09/21/2006	Common Stock	472,416		472,416	D
NQ Stock Option (Right to Buy)	$14.625							08/04/1999	11/19/2004	Common Stock	71,163		71,163	D
NQ Stock Option (Right to Buy)	$16.875							08/04/1999	11/16/2006	Common Stock	120,000		120,000	D
NQ Stock Option (Right to Buy)	$26.4063							08/04/1999	11/07/2007	Common Stock	120,000		120,000	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

Explanation of Responses:

1. (1) Direct holdings increased by 807,167 shares as follows: (i) transfer of 186,197.41 shares plus shares acquired through reinvestment of dividends paid on the shares in the LTIP Trust (ITA) at $6.02 per share; (ii) transfer of 474,498.10 shares plus shares acquired through reinvestment of dividends paid on the shares in the LTIP Trust (1988) at $6.02 per share; (iii) issuance of 27,968 new shares from payout under the 1992-1994 Long Term Incentive Plan at $5.99 per share; and (iv) issuance of 98,801 new shares from payout under the l996-1998 Long Term Incentive Plan at $5.99 per share.

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 Registrant's ESOP Plan and through reinvestment of dividends paid on the shares in this fund.

	Vincent A. Calarco	07/16/2004
	** 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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