SecProbe.io

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May 3, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Lynn A. Schefsky
Senior Vice President and General Counsel
Crompton Corporation
199 Benson Road
Middlebury, CT 06749

Re: 	Crompton Corporation
Form S-4 filed April 5, 2005
Form 10-K for the fiscal year ended December 31, 2004
File Nos. 333-123857 and 001-15339

Dear Mr. Schefsky:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your filings in
response
to these comments.  If you disagree with a comment, we will
consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM S-4 FILED APRIL 5, 2005

General

1. Please relocate the section entitled "Questions and Answers
About
the Merger" to follow the table of contents.
2. Please revise the disclosure throughout the prospectus
regarding
the $90 million to $100 million cost savings resulting from the
proposed merger to reflect the fact that these savings will be
phased
in over a three year period and will only be 85% achieved by 2006.
In this regard, we note the disclosure in your Rule 425 filing on
March 9, 2005.

3. We note the disclosure in your Rule 425 filing on March 9, 2005
regarding Great Lakes` adjusted operating income, which is a non-
GAAP
financial measure.  We also note the footnote referring investors
to
Great Lakes` website for the reconciliation of this non-GAAP
financial measure to the most comparable financial measure
calculated
in accordance with GAAP.  Please disclose this non-GAAP financial
measure in the prospectus along with the related disclosures
required
by Item 10(e) of Regulation S-K.  In addition, it does not appear
that the reconciliation referenced in the footnote appears on
Great
Lakes` website.  Please advise.

4. We note from your Form 8-K filed April 26, 2005 that your Form
10-
Q for the quarter ended March 31, 2005 will present the Refined
Products business as a discontinued operation.  If your Form S-4
does
not go effective prior to the date your Form 10-Q is due,
paragraph
43 of SFAS 144  and Item 10(b)(2) of Form S-4 requires that all
periods prior to the date you adopted a qualifying plan to
discontinue this business be restated.  As such, please restate
your
December 31, 2004 historical financial statements and pro forma
financial statements accordingly.

5. Please be advised that we may have additional comments on
certain
of your international operations that will follow by separate
letter.

Risk Factors, page 13

6. Please add risk factor disclosure regarding the risks
associated
with each of the following matters:

* the material weaknesses in your internal control over financial
reporting identified in your annual report on Form 10-K for the
fiscal year ended December 31, 2004;

* the proposed merger not being treated as a reorganization for
tax
purposes; and

* the potential impact of regulatory approvals, including possible
delays in closing the proposed merger, reductions in the benefits
of
the proposed merger to security holders if regulators impose
conditions or restrictions on the combined company, or increases
in
transaction costs.
7. Please add risk factor disclosure regarding the risks
associated
with your business that have been previously disclosed in your
other
Securities Act filings.  In this regard, we note the risk factor
disclosure in your Rule 424(b)(3) prospectus filed on January 25,
2005.

The combined company may not be able to integrate the
operations...,
page 13

8. After every merger, there are risks that the companies may not
successfully integrate.  Rather than describe this risk as it
applies
to all companies that merge, focus on disclosing the risks that
are
unique to your company and Great Lakes and how a failure to
integrate
these companies will negatively affect the combined company and
its
security holders.  For example, consider discussing the problems
associated with your previous merger, which is disclosed in your
Rule
425 filing on March 10, 2005.  Please revise accordingly.

The market value of the consideration to great lakes stockholders
at
the...page 13

9. Please provide a cross reference to the section entitled
"Market
Prices of Crompton and Great Lakes Common Stock on Important
Dates"
on page 3 so that investors may assess the magnitude of the risk
described under this subheading.

The merger may be dilutive to various financial measurements, page
13

10. Please disclose the actual risk to investors, namely that the
dilution could cause the market price of the combined company`s
common stock to decline.

The combined company expects to incur significant costs in
connection..., page 14

11. It is not clear from the disclosure under this subheading why
the
costs of the proposed merger make this offering risky or
speculative.
Please explain the risk to investors in greater detail.

The combined company`s credit ratings are expected to be below
investment..., page 14

12. Please explain why the combined company`s credit rating is
expected to be below investment grade.  In addition, please
explain
why such a credit rating makes this offering risky or speculative.
For example, will it affect the combined company`s ability to
borrow
funds or impact financial covenants?

Crompton and Great Lakes are, and the combined company will be,
subject..., page 15

13. All companies with international operations are subject to the
risks disclosed under this subheading.  Rather than describe this
risk as it applies to all companies with international operations,
focus on disclosing the risks that are unique to the combined
company
and how these risks may negatively affect the combined company and
its security holders.  Please revise accordingly.

The results of operations of Crompton and Great Lakes are, and the
combined..., page 16

14. Please provide specific examples of exchange rate fluctuations
that have materially affected your company and/or Great Lakes so
that
investors may assess the magnitude of the risk described under
this
subheading.

Crompton has charter and other provisions that may make it
difficult..., page 17

15. Please revise this risk factor to disclose the actual risk to
an
investor, namely that these anti-takeover provisions may prevent
or
frustrate attempts to effect a transaction that is in the best
interests of security holders.

The Merger, page 26

Background of the Merger, page 26

16. The disclosure throughout this section does not describe in
sufficient detail Great Lakes` discussions regarding possible
strategic alternatives with third parties and the reasons why
these
discussions were terminated.  The disclosure should provide
sufficient detail, including the terms of any proposed offers and
why
these offers were not deemed acceptable by Great Lakes, so that
investors may understand the alternatives that Great Lakes
considered
and why Great Lakes considered them inferior to its proposed
merger
with your company.  Please revise accordingly.

17. We note the disclosure in the first paragraph on page 26.
Please
disclose the information required by Item 1015(b)(3) of Regulation
M-
A with respect to the selection of Merrill Lynch as Great Lakes`
financial advisor.  For example, did Great Lakes look at other
potential financial advisors and, if so, why did Great Lakes
choose
Merrill Lynch?

18. Please explain why you engaged two financial advisors to
advise
you in connection with the proposed merger.

19. We note the disclosure in the first sentence of the second
paragraph on page 26.  Please briefly describe the consulting
firm`s
report to Great Lakes` board of directors regarding the consumer
products business.  In addition, please expand the disclosure to
discuss the considerations, if any, that Great Lakes` board of
directors gave to strategic alternatives involving the consumer
products business.
20. We note the disclosure in the sixth paragraph on page 26.
Please
disclose why Great Lakes entered into an exclusivity agreement at
that time despite having recently met with representatives of your
company and being in the process of identifying other potential
buyers.

21. We note the disclosure in the second sentence of the fifth
full
paragraph on page 27.  Please explain why Mr. Andrews did not
believe
your offer would be attractive to security holders.

22. We note the disclosure in the last paragraph on page 28.
Please
explain why Great Lakes believed that pursuing a transaction with
your company was more attractive than the other strategic options
at
that time.

23. We note the disclosure regarding the proposed exchange ratio
in
the third and fourth full paragraphs on page 29.  Please clarify
whether and, if so, why the exchange ratio changed between
February
15, 2005 and February 16, 2005.  Please also clarify what
relationship, if any, these exchange ratios had to the 52-week
high
price of Great Lakes common stock that the Great Lakes board
desired.
In this regard, please also disclose, under "Recommendation of
Great
Lakes Board . . .," if the board considered whether the exchange
ratio would be likely to achieve its objective of obtaining a
premium
that is based on the 52-week high price of Great Lakes` common
stock
in approving and recommending the merger to stockholders.

24. We note the disclosure throughout this section regarding
management`s belief that Great Lakes` board of directors would not
accept a proposal that did not offer a meaningful premium to Great
Lakes` security holders.  Please expand the disclosure to discuss
why
Great Lakes` board of directors ultimately accepted a proposal
that
does not appear to offer such a premium and in fact could decrease
prior to closing.

25. Please clarify the negotiations regarding board
representation.
In this regard, we note that the final agreement reflects an
eleven
member board of directors with five directors nominated by Great
Lakes and six directors nominated by your company.  However, the
latest disclosure in this section regarding this issue, which is
set
forth in the third last and last paragraphs on page 29, does not
reconcile to this final agreement.  Please revise accordingly.

Recommendation of Crompton`s Board of Directors and Reasons for
the
Merger, page 32

26. It appears that all convertible securities, including stock
options and restricted share units, vest immediately upon the
closing
of the proposed merger.  Please disclose whether the combined
company
intends to offer employment packages, equity awards and/or other
incentives to Great Lakes employees upon the closing of the
proposed
merger to incentivize employees to remain with the combined
company.

Opinions of Financial Advisors, page 36

27. Please supplementally provide to us copies of the information
that the financial advisors provided to the boards of directors of
your company and Great Lakes in connection with the proposed
merger,
including any "board books" and summaries of oral presentations.
We
may have additional comments upon review of these materials.

28. We note the disclosure regarding the financial forecasts and
projections of your company and Great Lakes in the second bullet
point on page 37, the third bullet point on page 45 and the second
bullet point on page 52.  Please disclose these financial
forecasts
and projections under an appropriately titled heading.

Opinion of Citigroup Global Markets, Inc. - Financial Advisor to
Crompton, page 36

29. We note the disclosure in the last sentence of the second
paragraph of this section.  Please delete this qualification as
security holders are entitled to rely on this disclosure.

30. We note the disclosure in the last bullet point on page 37
that
Citigroup "conducted such other analyses and examinations and
considered such other information and financial, economic and
market
criteria as Citigroup deemed appropriate in arriving at its
opinion."
Please describe these other analyses and examinations that
Citigroup
performed and discuss the other information and financial,
economic
and market criteria that it took into account for the purposes of
its
fairness opinion, or otherwise delete this reference.

31. We note the disclosure in the first sentence of the first
paragraph on page 44.  Please disclose the aggregate amount of
fees
that Citigroup will receive in connection with the proposed
merger.

32. We note the disclosure in the first sentence of the last
paragraph of this section regarding your selection of Citigroup as
your financial advisor.  Please describe in greater detail the
method
of selection of your financial advisor.  For example, did you look
at
other potential financial advisors and, if so, why did you choose
Citigroup over them?  See Item 1015(b)(3) of Regulation M-A.

33. We note the disclosure in the second paragraph on page 44.
Please disclose the amount of compensation that Citigroup received
in
connection with these services.

Opinion of Morgan Stanley & Co. Incorporated - Financial
Advisor...,
page 44

34. We note the disclosure in the second sentence of the first
paragraph of this section regarding your selection of Morgan
Stanley
as your financial advisor.  Please describe in greater detail the
method of selection of your financial advisor.  For example, did
you
look at other potential financial advisors and, if so, why did you
choose Morgan Stanley over them?  See Item 1015(b)(3) of
Regulation
M-A.

35. We note the disclosure in the last bullet point on page 45
that
Morgan Stanley "performed such other analyses, reviewed such other
information and considered such other factors as Morgan Stanley
deemed appropriate."  Please describe these other analyses that
Morgan Stanley performed and discuss the other information and
factors that it took into account for the purposes of its fairness
opinion, or otherwise delete this reference.

36. We note the disclosure in the first sentence of the second
paragraph on page 52.  Please disclose the aggregate amount of
fees
that Morgan Stanley will receive in connection with the proposed
merger.

37. We note the disclosure in the first paragraph on page 52.
Please
identify the services Morgan Stanley provided to your company and
Great Lakes during the past two years.  In addition, please
disclose
the amount of compensation that Morgan Stanley received in
connection
with these services.

Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated -
Financial..., page 52

38. We note the disclosure in the last sentence of the second
paragraph of this section.  Please delete this qualification as
security holders are entitled to rely on this disclosure.

39. We note the disclosure in the last bullet point on page 53
that
Merrill Lynch "reviewed such other financial studies and analyses
and
took into account such other matters as it deemed necessary,
including its assessment of general economic, market and monetary
conditions."  Please describe these other financial studies and
analyses that Merrill Lynch performed and discuss the other
matters
that it took into account for the purposes of its fairness
opinion,
or otherwise delete this reference.

40. We note the disclosure in the first sentence of the first full
paragraph on page 61.  Please disclose the aggregate amount of
fees
that Me