SecProbe.io

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Mail Stop 0510

May 31, 2005

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
Amendment No. 2 to Registration Statement on Form S-4
Filed May 23, 2005
File No. 333-123857

Dear Mr. Schefsky:

      We have reviewed your response and your amended filing and
have
the following comments.  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.

Risk Factors, page 14

Crompton and Great Lakes are, and the combined company will be,
subject to..., page 17

1. The last sentence of the last paragraph under this subheading
states your views as to the materiality of sales of your products
into
Iran and Syria.  To avoid leading security holders to a conclusion
as
to materiality, rather than allowing them to reach their own
conclusions after considering the facts provided, please delete
that
sentence from the risk factor.  Instead, please set forth in
correspondence to the staff any information you would like to
provide,
in addition to that already provided in your letter dated May 10,
2005, regarding your views as to the materiality of the product
sales
in Iran and Syria, including sales to or through government
agencies
or state-owned operations, and whether those sales constitute a
material investment risk to Crompton and Great Lakes security
holders,
in light of their potential impact upon Crompton`s and the
combined
company`s reputation and share value and the other quantitative
and
non-quantitative factors you have considered.
GAAP Reconciliation, page 111

2. We read your response to prior comment 11.  It does not appear
that
your use of this non-GAAP financial measure complies with the
requirements of Item 10(e) of Regulation S-K.  Please delete this
section from your prospectus.

Exhibit 5.1

3. We note the assumption set forth in clause (iii) of the third
paragraph regarding the designation and authorization of the
rights.
Counsel may not limit its opinion in this manner.  Please revise
accordingly.

Exhibits 8.1 and 8.2

4. We note that the date of each opinion is May 20, 2005.  We also
note that each opinion is qualified by certain assumptions made as
of
the date of the opinion.  In this regard, we note the statements
in
the first sentence of the fifth paragraph and the third sentence
of
the seventh paragraph.  Please clarify that each opinion speaks
through the date of effectiveness of your registration statement.
Counsel can do this by either revising these statements or by
filing
another opinion dated the date of effectiveness.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in your registration statement to be
certain that it includes all information required under the
Securities
Act and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of its registration statement,
it
should furnish a letter, at the time of such request,
acknowledging
that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
registration statement or in response to our comments on your
registration statement.

      We will consider a written request for acceleration of the
effective date of your registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they
relate to the proposed public offering of the securities specified
in
the registration statement.  We will act on the request and,
pursuant
to delegated authority, grant acceleration of the effective date.

      We direct your attention to Rules 460 and 461 under the
Securities Act regarding requesting acceleration of a registration
statement.  Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  Please provide this request at least two business
days
in advance of the requested effective date.

      You may contact Tracey Houser, Staff Accountant, at (202)
551-
3736 or, in her absence, Jeanne Baker, Assistant Chief Accountant,
at
(202) 551-3691 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
the
undersigned at (202) 551-3760 with any other questions.

Sincerely,

Pamela A. Long
Assistant Director
cc:	Mr. Scott J. Davis
Mr. James T. Lidbury
Mayer, Brown, Rowe & Maw LLP
190 South LaSalle Street
Chicago, IL 60603-3441
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Mr. Lynn A. Schefsky
Crompton Corporation
May 31, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
  CORPORATION FINANCE

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