Edgar Filing: CYTEC INDUSTRIES INC/DE/

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 ^*

LILLEY DAVID

2. Issuer Name and Ticker or Trading Symbol
CYTEC INDUSTRIES INC/DE/ [CYT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, President and CEO

(Last)

(First)

(Middle)

5 GARRET MOUNTAIN PLAZA5 GARRET MOUNTAIN

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2006

(Street)

WEST PATERSON, NJ 07424

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/08/2006		M⁽¹⁾		5,000	A	$ 40.25	42,072	D
Common Stock	09/08/2006		S⁽¹⁾		200	D	$ 51.32	41,872	D
Common Stock	09/08/2006		S⁽¹⁾		100	D	$ 51.33	41,772	D
Common Stock	09/08/2006		S⁽¹⁾		200	D	$ 51.36	41,572	D
Common Stock	09/08/2006		S⁽¹⁾		500	D	$ 51.39	41,072	D
Common Stock	09/08/2006		S⁽¹⁾		400	D	$ 51.4	40,672	D
Common Stock	09/08/2006		S⁽¹⁾		600	D	$ 51.41	40,072	D
Common Stock	09/08/2006		S⁽¹⁾		100	D	$ 51.42	39,972	D
Common Stock	09/08/2006		S⁽¹⁾		300	D	$ 51.43	39,672	D
Common Stock	09/08/2006		S⁽¹⁾		100	D	$ 51.46	39,572	D
Common Stock	09/08/2006		S⁽¹⁾		200	D	$ 51.47	39,372	D
Common Stock	09/08/2006		S⁽¹⁾		100	D	$ 51.56	39,272	D
Common Stock	09/08/2006		S⁽¹⁾		200	D	$ 51.58	39,072	D
Common Stock	09/08/2006		S⁽¹⁾		500	D	$ 51.6	38,572	D
Common Stock	09/08/2006		S⁽¹⁾		200	D	$ 51.7	38,372	D
Common Stock	09/08/2006		S⁽¹⁾		300	D	$ 51.8	38,072	D
Common Stock	09/08/2006		S⁽¹⁾		400	D	$ 51.86	37,672	D
Common Stock	09/08/2006		S⁽¹⁾		100	D	$ 51.9	37,572	D
Common Stock	09/08/2006		S⁽¹⁾		200	D	$ 51.95	37,372	D
Common Stock	09/08/2006		S⁽¹⁾		300	D	$ 51.96	37,072	D
Common Stock								6,206	I ⁽²⁾ ⁽³⁾	savings plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option Right to buy

$ 40.25

09/08/2006

M⁽¹⁾

5,000

01/07/1998

01/06/2007

Common Stock

5,000

$ 0

1,255,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LILLEY DAVID 5 GARRET MOUNTAIN PLAZA5 GARRET MOUNTAIN WEST PATERSON, NJ 07424	X		Chairman, President and CEO

Signatures

James M. Young on behalf of David Lilley		09/11/2006
^**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)	This option was exercised, and the shares of common stock received upon exercise were sold pursuant to a Rule 10b5-1 trading plan that was adopted in August 2006.
(2)	Excludes shares held in Employees' Savings Plan or Supplemental Plan which are eligible for deferred reporting on Form 5, as per note to instruction 4(a)(i).
(3)	203 shares beneficial ownership disclaimed; owned as custodian for daughter

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