Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SHAINMAN BARRY J
   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)
Secretary
(Last)
(First)
(Middle)
199 BENSON ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/23/2005
(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               14,788 D  
Common Stock 02/23/2005   J(1)   105.3769 A $ 0 4,334 I Esop
Common Stock               5,000 I Restricted Stock Account
Common Stock 02/23/2005   J(2)   3,300 A $ 12.92 3,300 I Restricted Stock Account I

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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) $ 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(3)   10,000   02/23/2006 03/22/2015 Common Stock 10,000 $ 12.92 10,000 D  
ISO Stock Option (Right to Buy) $ 5.85             10/20/2004 10/19/2013 Common Stock 6,000   6,000 D  
ISO Stock Option (Right to Buy) $ 7.25             10/22/2003 10/22/2012 Common Stock 6,000   6,000 D  
ISO Stock Option (Right to Buy) $ 7.92             10/23/2002 10/23/2011 Common Stock 7,500   7,500 D  
ISO Stock Option (Right to Buy) $ 8.1562             10/31/2001 10/31/2010 Common Stock 5,000   5,000 D  
ISO Stock Option (Right to Buy) $ 8.3438             10/19/2000 10/19/2009 Common Stock 5,000   5,000 D  
ISO Stock Option (Right to Buy) $ 14.3438             10/14/2000 10/13/2008 Common Stock 3,000   3,000 D  
ISO Stock Option (Right to Buy) $ 16.875             04/25/2000 10/15/2006 Common Stock 2,000   2,000 D  
ISO Stock Option (Right to Buy) $ 26.4063             04/25/2000 10/06/2007 Common Stock 2,000   2,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHAINMAN BARRY J
199 BENSON ROAD
MIDDLEBURY, CT 06749		       Secretary  

Signatures

 Barry J. Shainman   02/24/2005
**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) These shares were acquired during the fiscal year pursuant to the Registrant's Employee Stock Ownership Plan and through reinvestment of dividends paid on the shares in this fund (ESOP Trust).
(2) 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.
(3) 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.

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