1. Name and Address of Reporting Person
Headrick, Roger L.
708 Widsten Circle
Wayzata, MN 55391
USA
2. Issuer Name and Ticker or Trading Symbol
Crompton Corporation
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Day/Year
01/21/2003
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner
( ) Officer (give title below) (X) Other (specify below)
Director
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
+------------------------------+----------+----------+---------+--------------------------+--------------+-----------+------------+
|1. Title of Security |2. Trans- |2A.Execu- |3. Trans-|4. Securities Acquired (A)|5. Amount of |6. Owner- |7. Nature |
| | action | action | action| or Disposed of (D) |Securities | ship | of In- |
| | Date | Date | Code | |Beneficially | Form: | direct |
| | | | | |Owned | Direct | Bene- |
| | (Month/ | (Month/ | | |Following | (D) or | ficial |
| | Day/ | Day/ +-----+---+-----------+---+----------+Reported | Indirect| Owner- |
| | Year) | Year) |Code |V |Amount |A/D|Price |Transaction(s)| (I) | ship |
+------------------------------+----------+----------+-----+---+-----------+---+----------+--------------+-----------+------------+
Common Stock 59677 D
Common Stock 2038.6431 I DRIP
Common Stock 01/21/2003 J 8156 A $6.3750 24398 I DIR/RABBI
TRUST
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+----------+--------+-------+-------+---------+-----------+---------------------+----------------+----------+-------+-------+------+
|1. |2. |3. |3A. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | | |Number |Owner- | |
| | | | | | | | | |of |ship | |
| | | | | | | | | |Deriv- |Form of| |
| | | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | | |of Underlying | |Secur- |ative |Nature|
| |Conver- |Trans- |Execu- | |Number of | |Securities | |ities |Secur- |of |
| |sion or |action |tion | |Derivative |Date Exercisable +-------+--------+ |Benefi-|ity: |In- |
| |Exercise|Date |Date | |Securities |and Expiration Date | |Amount | |cially |Direct |direct|
| |Price of| | |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |(Month/|(Month/|tion Code|Disposed(D)+----------+----------+ |Number |Price of | |In- |ficial|
|Derivative|ative | Day/ | Day/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative| |direct |Owner-|
|Security |Security|Year) |Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security | |(I) |ship |
+----------+--------+-------+-------+------+--+-----+-----+----------+----------+-------+--------+----------+-------+-------+------+
NQ Stock $7.25 11/21/2012 Common 9655 D
Option Stock
(Right to
Buy)
NQ Stock $7.92 11/22/2011 Common 8838 D
Option Stock
(Right to
Buy)
NQ Stock $8.1562 11/30/2010 Common 7500 D
Option Stock
(Right to
Buy)
NQ Stock $8.343 10/19/2009 Common 7500 D
Option Stock
(Right to
Buy)
NQ Stock $8.343 11/19/2009 Common 25000 D
Option Stock
(Right to
Buy)
NQ Stock $13 11/18/2005 Common 1538 D
Option Stock
(Right to
Buy)
NQ Stock $14.3438 11/14/2008 Common 5752 D
Option Stock
(Right to
Buy)
NQ Stock $14.5 09/21/2006 Common 10000 D
Option Stock
(Right to
Buy)
NQ Stock $16.0625 02/24/2005 Common 1245 D
Option Stock
(Right to
Buy)
NQ Stock $16.875 11/16/2006 Common 2963 D
Option Stock
(Right to
Buy)
NQ Stock $21.4375 02/24/2004 Common 933 D
Option Stock
(Right to
Buy)
NQ Stock $23.75 02/18/2003 Common 842 D
Option Stock
(Right to
Buy)
NQ Stock $26.4063 11/07/2007 Common 1893 D
Option Stock
(Right to
Buy)
Explanation of Responses:
These shares were acquired pursuant to the Crompton Corporation Directors'
Deferred Compensation Plan and pursuant to the elections in the Deferral
Agreement of the Reporting Person, wherein the individual received shares of the
Registrant's common stock in lieu of cash compensation for services as a member
of the Board of Directors.
SIGNATURE OF REPORTING PERSON
/s/ Roger L. Headrick
DATE
01/23/2003