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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* RUCK WALTER K (Last) (First) (Middle) BENSON ROAD (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) Euro, Africa & M.D.
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/01/2005		J(1)		3,003	A	$11.17	49,880	D
Common Stock	02/01/2005		J(2)		51.3346	A	$0	9,701.8816	I	ESOP TRUST
Common Stock	02/01/2005		J(3)		5,136	D	$11.17	14,864	I	LTIP Trust
Common Stock	02/01/2005		J(4)		551	A	$11.17	15,415	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)
				Code	V	(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	19,265		19,265	D
NQ Stock Option (Right to Buy)	$6.38							01/21/2004	02/20/2013	Common Stock	10,690		10,690	D
NQ Stock Option (Right to Buy)	$7.25							10/22/2003	11/21/2012	Common Stock	9,863		9,863	D
NQ Stock Option (Right to Buy)	$7.92							10/23/2002	11/22/2011	Common Stock	12,500		12,500	D
NQ Stock Option (Right to Buy)	$8.1562							10/31/2001	11/30/2010	Common Stock	30,000		30,000	D
NQ Stock Option (Right to Buy)	$8.343							10/19/2000	11/19/2009	Common Stock	81,244		81,244	D
NQ Stock Option (Right to Buy)	$14.3438							08/05/1999	11/14/2008	Common Stock	26,062		26,062	D
NQ Stock Option (Right to Buy)	$26.4063							08/04/1999	11/07/2007	Common Stock	10,722		10,722	D
ISO Stock Option (Right to Buy)	$5.85							10/20/2004	10/19/2013	Common Stock	735		735	D
ISO Stock Option (Right to Buy)	$6.38							01/21/2004	01/21/2013	Common Stock	34,310		34,310	D
ISO Stock Option (Right to Buy)	$7.25							10/22/2003	10/22/2012	Common Stock	10,137		10,137	D
ISO Stock Option (Right to Buy)	$7.92							10/23/2003	10/23/2011	Common Stock	12,500		12,500	D
ISO Stock Option (Right to Buy)	$8.343							10/19/2001	10/19/2009	Common Stock	18,756		18,756	D
ISO Stock Option (Right to Buy)	$14.3438							08/04/1999	10/14/2008	Common Stock	3,938		3,938	D
ISO Stock Option (Right to Buy)	$14.5							08/04/1999	08/21/2006	Common Stock	15,000		15,000	D
ISO Stock Option (Right to Buy)	$26.4063							08/04/1999	10/07/2007	Common Stock	4,278		4,278	D
NQ Rights Option	$13.5742	02/01/2005		J(5)			4,796	08/21/1996	09/30/2004	Common Stock	4,796	$0	0	D

Explanation of Responses:

1. Direct holdings increased by 3,003 shares transferred from the 2004-2006 Long Term Incentive Plan (LTIP Trust).

2. These shares were acquired during the fiscal year pursuant to the Registrant's Employee Stock Ownership Plan (ESOP Trust) and through reinvestment of dividends paid on the shares in this fund.

3. 5,136 Shares were distributed to the reporting person in accordance with the 2004-2006 Long Term Incentive Plan (from Restricted Stock Account I) of which 2,133 shares were withheld to satisfy tax withholding requirements.

4. These shares were acquired during the fiscal year pursuant to the 2004-2006 Long Term Incentive Plan and through reinvestment of dividends paid on the shares in this fund.

5. Expired by its term without exercise or payment.

	Walter K. Ruck	02/02/2005
	** 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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