FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ODANIELL MYLES S   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) Exec. V.P. Specialty Chemicals (Last) (First) (Middle) 199 BENSON ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2005 (Street) MIDDLEBURY, CT 06749 4. If Amendment, Date 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 (City) (State) (Zip) 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)   4,079 A $ 11.17 42,531 D   Common Stock               1,703.461 I ESOP TRUST Common Stock 02/01/2005   J(2)   689 A $ 0 25,689 I LTIP Trust Common Stock 02/01/2005   J(3)   6,421 D $ 11.17 19,268 I LTIP Trust Common Stock               13,500 I Restricted Stock Account

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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 Underlying Securities (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 of Derivative Security: 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

10,812

10,812

D

NQ Stock Option (Right to Buy)

$ 11.24

11/23/2005

12/22/2014

Common Stock

35,000

35,000

D

ISO Stock Option (Right to Buy)

$ 5.85

10/20/2004

10/19/2013

Common Stock

34,188

34,188

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ODANIELL MYLES S 199 BENSON ROAD MIDDLEBURY, CT 06749			Exec. V.P. Specialty Chemicals

Signatures

Myles S. Odaniell		02/02/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Direct holdings increased by 4,079 shares transferred from the 2004-2006 Long Term Incentive Plan (LTIP Trust).
(2)	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.
(3)	6,421 Shares were distributed to the reporting person in accordance with the 2004-2006 Long Term Incentive Plan (from LTIP Trust) of which 2,342 shares were withheld to satisfy tax withholding requirements.

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