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^*

MASSIMO LOUIS S

(Last)

(First)

(Middle)

C/O ARCH CHEMICALS

501 MERRITT 7

(Street)

NORWALK

06851

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARCH CHEMICALS INC [ ARJ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

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)
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 $1 Par value	02/15/2005		M		16,000	A	⁽¹⁾⁽³⁾	17,000	D
Common Stock $1 Par Value	02/15/2005		D		16,000	D	$27.78	1,000	D
Common Stock $1 Par Value⁽²⁾								4,262.8429	I	By CEOP Trustee

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)
Phantom Stock⁽¹⁾	⁽⁴⁾	02/15/2005		M		6,000		12/31/2007	12/31/2007	Common Stock	6,000	⁽⁴⁾	0	D
Phantom Stock⁽³⁾	⁽⁴⁾	02/15/2005		M		10,000		01/24/2005	01/24/2005	Common Stock	10,000	⁽⁴⁾	0	D

Explanation of Responses:

1. Phantom share units were granted on 1/24/2002 under the Arch Chemicals, Inc 1999 Long Term Incentive Plan and are being paid out in cash based on 2/15/05 fair market value as the financial measure was reached by the company at the end of year three. No actual shares were issued and disposed of in making this cash payment.

2. The figure shown represents shares of Arch Common Stock acquired on a periodic basis under the Contributing Employee Ownership Plan (CEOP), a tax conditioned plan, and held as of 02/15/2005 in the Arch Common Stock Fund of the CEOP, in transactions exempt under Rule 16b-3, and is based on information provided by the Plan Administrator .

3. Restricted Stock Units vested on 1/24/2005 paid out in cash based on 2/15/05 fair market value. No actual shares were issued and disposed of in making this cash payment.

4. This security converts to common stock on a 1 for 1 basis.

Remarks:

	Louis S. Massimo	02/17/2005
	** 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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