Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Meadows-Smith Marcus C
 2. Date of Event Requiring Statement (Month/Day/Year)
01/23/2005		 3. Issuer Name and Ticker or Trading Symbol
CROMPTON CORP [CK]
(Last)
(First)
(Middle)
199 BENSON ROAD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP, Crop Protection
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MIDDLEBURY, CT 06749		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 13,500 (1)
I
Restricted Stock Account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
NQ Stock Option (Right to Buy) 10/20/2004 11/19/2013 Common Stock (2) 3,000 $ 5.85 D  
NQ Stock Option (Right to Buy) 10/22/2003 11/21/2012 Common Stock (3) 3,000 $ 7.25 D  
NQ Stock Option (Right to Buy) 10/23/2002 11/22/2011 Common Stock (4) 2,500 $ 7.92 D  
NQ Stock Option (Right to Buy) 11/23/2005 12/22/2014 Common Stock (5) 35,000 $ 11.24 D  
ISO Stock Option (Right to Buy) 10/31/2001 10/31/2010 Common Stock (6) 2,500 $ 8.1562 D  
ISO Stock Option (Right to Buy) 10/19/2000 10/19/2009 Common Stock (7) 500 $ 8.3437 D  
ISO Stock Option (Right to Buy) 10/16/1997 10/15/2006 Common Stock (8) 500 $ 16.875 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meadows-Smith Marcus C
199 BENSON ROAD
MIDDLEBURY, CT 06749		       Executive VP, Crop Protection  

Signatures

Marcus Meadows-Smith 01/28/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Restricted shares will vest as follows: 6,750 on 11/23/2008; and 6,750 on 11/23/2009.
(2) Options granted on 10/20/2003 vest as follows: 1,000 on 10/20/2005; 1,000 on 10/20/2006; and 1,000 currently vested.
(3) Options granted on 10/22/2002 vest as follows: 1,000 on 10/22/2005; and 2,000 currently vested.
(4) Options granted on 10/23/2001 vest as follows: 2,500 currently vested.
(5) Options granted on 11/23/2004 vest as follows: 11,667 on 11/23/2005; 11,666 on 11/23/2006; and 11,667 on 11/23/2007.
(6) Options granted on 10/31/2000 vest as follows: 2,500 currently vested.
(7) Options granted on 10/19/1999 vest as follows: 500 currently vested.
(8) Options granted on 10/16/1996 vest as follows: 500 currently vested.

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