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*
FERGUSON JOHN T II
(Last) (First) (Middle)
199 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)
Senior V.P. & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2005
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 94,655 D
Common Stock 25,663 I BEP TRUST
Common Stock 9,698.54 I LTIP TRUST (1988)
Common Stock 19,268 I Restricted Stock Account
Common Stock 5,000 I Restricted Stock Account II
Common Stock 02/23/2005 J(1) 3,200 A $12.92 3,200 I Restricted Stock Account III
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 45,000 45,000 D
NQ Stock Option (Right to Buy) $6.38 01/21/2004 02/20/2013 Common Stock 43,654 43,654 D
NQ Stock Option (Right to Buy) $7.25 10/22/2003 11/21/2012 Common Stock 36,207 36,207 D
NQ Stock Option (Right to Buy) $7.92 10/23/2002 11/22/2011 Common Stock 47,374 47,374 D
NQ Stock Option (Right to Buy) $8.1562 10/31/2001 11/30/2010 Common Stock 75,000 75,000 D
NQ Stock Option (Right to Buy) $8.3437 10/19/2000 11/19/2009 Common Stock 188,015 188,015 D
NQ Stock Option (Right to Buy) $11.24 11/23/2005 12/22/2014 Common Stock 10,000 10,000 D
NQ Stock Option (Right to Buy) $12.92 02/23/2005 J(2) 9,500 02/23/2006 03/22/2015 Common Stock 9,500 $12.92 9,500 D
NQ Stock Option (Right to Buy) $13 08/04/1999 11/18/2005 Common Stock 4,589 4,589 D
NQ Stock Option (Right to Buy) $14.3438 08/05/1999 11/14/2008 Common Stock 40,000 40,000 D
NQ Stock Option (Right to Buy) $14.5 08/04/1999 09/21/2006 Common Stock 70,227 70,227 D
NQ Stock Option (Right to Buy) $16.875 08/04/1999 11/16/2006 Common Stock 20,000 20,000 D
NQ Stock Option (Right to Buy) $26.4063 08/04/1999 11/07/2007 Common Stock 20,000 20,000 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 5,911 5,911 D
ISO Stock Option (Right to Buy) $14.5 08/04/1999 08/21/2006 Common Stock 29,773 29,773 D
Explanation of Responses:
1. Restricted Shares acquired pursuant to the 2005-2007 Long-Term Incentive Plan will vest upon a share of the Registrant's common stock reaching the following stock price milestones: twenty (20%) percent of grant upon closing price of a share attaining $14.00; twenty (20%) percent of grant upon closing price of a share attaining $16.75; twenty (20%) percent of grant upon closing price of a share attaining $19.88; and forty (40%) of grant upon closing price of share attaining $23.60. Shares will vest as stated above when a particular milestone is reached and maintained for ten (10) consecutive trading days, based on the closing price of a share of the Registrant's common stock on the New York Stock Exchange.
2. Options will vest as follows: one-third (1/3) of grant on February 23, 2006; one-third (1/3) of grant on February 23, 2007; and one-third of grant on February 23, 2008.
John T. Ferguson II 02/24/2005
** 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).
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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