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

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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 V (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 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 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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