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 ^*

UCB S.A.

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ALLEE DE LA RECHERCHE 60

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2006

(Street)

BRUSSELS BELGIUM 1070

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)
			Code	V	Amount	(A) or (D)	Price

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

Contract to sell ⁽¹⁾ ⁽²⁾

$ 59.3043

10/17/2006

13,500 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

13,500 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

13,500 ⁽¹⁾ ⁽²⁾

Contract to sell ⁽¹⁾ ⁽²⁾

$ 59.3632

10/18/2006

21,800 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

21,800 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

35,300 ⁽¹⁾ ⁽²⁾

Contract to sell ⁽¹⁾ ⁽²⁾

$ 59.146

10/19/2006

38,900 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

38,900 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

74,200 ⁽¹⁾ ⁽²⁾

Contract to sell ⁽¹⁾ ⁽²⁾

$ 55.8372

10/20/2006

315,400 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

315,400 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

389,600 ⁽¹⁾ ⁽²⁾

Contract to sell ⁽¹⁾ ⁽²⁾

$ 53.8802

10/23/2006

201,200 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

201,200 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

590,800 ⁽¹⁾ ⁽²⁾

Contract to sell ⁽¹⁾ ⁽²⁾

$ 53.7207

10/24/2006

81,225 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

81,225 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

672,025 ⁽¹⁾ ⁽²⁾

Contract to sell ⁽¹⁾ ⁽²⁾

$ 55.147

10/25/2006

85,700 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

85,700 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

757,725 ⁽¹⁾ ⁽²⁾

Contract to sell ⁽¹⁾ ⁽²⁾

$ 55.436

10/26/2006

5,200 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

5,200 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

762,925 ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
UCB S.A. ALLEE DE LA RECHERCHE 60 BRUSSELS BELGIUM 1070		X

Signatures

Luc Missorten, Excecutive Vice President & Chief Financial Officer		10/31/2006
^**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)	On October 17, 2006, UCB S.A. ("UCB") and Bear, Stearns International Limited ("Bear Stearns") entered into a forward sale contract (the "Contract") that relates to an aggregate of 762,925 shares of common stock. During the period of the Contract, UCB will retain ownership of all shares, including voting rights. The Contract provides that UCB will deliver on March 8, 2007 the number of shares of common stock set forth in column 7 of Table II of this Form 4 under "Amount of Underlying Securities" in exchange for the price per share (the "Forward Price") set forth in column 2 of Table II of this Form 4 under "Conversion or Exercise Price of Derivative Security".
(2)	UCB has the right to cash settle the Contract by paying an amount in cash equal to the value of the shares it would otherwise be obligated to deliver. In the event of stock splits, spinoffs, mergers or similar events affecting the common stock, the Contract is subject to adjustment depending on the nature of the transaction. UCB has pledged 762,925 shares of common stock to secure its obligation under the Contract.

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