Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     July 16, 2006

                              Cytec Industries Inc.
             (Exact name of registrant as specified in its charter)

        Delaware                        1-12372                   22-3268660
(State or other jurisdiction         (Commission                (IRS Employer
     of incorporation)               File Number)            Identification No.)

         Five Garret Mountain Plaza
         West Paterson, NJ                                     07424
         (Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code (973) 357-3100

          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions.

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement

     On July 16,  2006,  Cytec  Industries  Inc.  and certain of its
subsidiaries ("Cytec"), and Kemira Oyj ("Kemira") entered into an Asset Purchase
Agreement  (the  "Purchase  Agreement")  pursuant to which  Kemira has agreed to
acquire  Cytec's water  treatment  chemicals and  acrylamide  product lines (the
"Product Lines").

     Pursuant to the Purchase Agreement,  Kemira agreed to pay $240,000,000 to
Cytec for the  acquisition  of  substantially  all of the assets of the  Product
Lines and the  acquisition  of all of the  outstanding  shares of a  Netherlands
subsidary  of Cytec.  The closing of the  transaction  will be  completed in two
phases. The first phase includes the sale of the Product Lines excluding Cytec's
Botlek manufacturing site in the Netherlands. The second phase includes the sale
of the  Botlek  site.  Kemira  will also  assume  certain  liabilities  that are
primarily  related to the Product Lines.  The flow of funds will be such that at
the closing of the first phase,  Kemira will pay Cytec  $220,000,000  and at the
second  closing,  Kemira will pay Cytec the balance.  The purchase price will be
subject to an adjustment  for changes in the net working  capital of the Product

     As part of the  transaction,  the parties  will enter into long term supply
agreements  pursuant  to which  Cytec will  supply  acrylonitrile  to Kemira and
Kemira  will  supply  acrylamide  to Cytec.  Pursuant  to various  manufacturing
agreements,  Cytec will manufacture  certain water treatment products for Kemira
and Kemira will manufacture  certain mining chemicals and various other products
for Cytec.

     The  transactions  contemplated  by the Purchase  Agreement  are subject to
customary closing conditions, including that the waiting periods under antitrust
laws in the  United  States,  Germany  and  Norway  shall  have  expired or been
terminated,  and that  there  shall not have been a material  adverse  effect or
change in the Product Lines,  and in the case of the second phase  closing,  are
also subject to receipt of advice from the local works council.

     A press  release,  dated July 17,  2006,  announcing  the  execution of the
Purchase Agreement, is attached as Exhibit 99.1 hereto.

Item 9.01  Financial Statements and Exhibits

(c)  Exhibits.

     Exhibit 99.1       Press Release, dated July 17, 2006.


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        Cytec Industries Inc.

Date:  July 19, 2006                    By: /s/ Roy Smith
       -------------                        ------------------------------------
                                            Roy Smith
                                            Vice President - General Counsel and

                                  Exhibit Index

Exhibit Number                 Description
--------------                 -----------

Exhibit 99.1                   Press Release, dated July 17, 2006.