UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q

         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                  FOR QUARTERLY PERIOD ENDED MARCH 31, 2000

                                      OR

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ........... TO ...............

                        REGISTRATION NUMBER 333-11569

                                  ----------

                       TEXAS PETROCHEMICALS CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                TEXAS                                 74-1778313
   (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

     THREE RIVERWAY, SUITE 1500
           HOUSTON, TEXAS                                77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

                                (713) 627-7474
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days. Yes [X]   No [ ]

   The number of shares of common stock of the registrant outstanding as of May
12, 2000 is 4,162,000.
<PAGE>
                       TEXAS PETROCHEMICALS CORPORATION

                              TABLE OF CONTENTS

                                                                            PAGE

                        PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

   Consolidated Balance Sheet as of March 31, 2000 and June 30, 1999           1

   Consolidated Statement of Operations for the three and nine months ended
      March 31, 2000 and 1999                                                  2

   Consolidated Statement of Cash Flows for the nine months ended
      March 31, 2000 and 1999                                                  3

   Notes to Consolidated Financial Statements                                  4

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                                  8

Item 3. Quantitative and Qualitative Disclosures about Market Risk            14

                          PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                     14
Item 6. Exhibits and Reports on Form 8-K                                      14
Signature                                                                     15

                                       i
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                        TEXAS PETROCHEMICALS CORPORATION

                           CONSOLIDATED BALANCE SHEET
                 (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                              MARCH 31,     JUNE 30,
                                                                2000         1999
                                                              ---------    ---------
<S>                                                           <C>          <C>
               ASSETS
Current assets:
    Cash and cash equivalents .............................   $   4,334    $     103
    Accounts receivable - trade ...........................      51,161       40,220
    Inventories ...........................................      31,654       19,973
    Other current assets ..................................      11,301       18,624
                                                              ---------    ---------
       Total current assets ...............................      98,450       78,920

Property, plant and equipment, net ........................     220,454      219,706
Investments in land held for sale .........................       2,058        2,058
Investment in and advances to limited partnership .........       2,719        2,820
Goodwill, net .............................................     166,123      169,560
Other assets, net of accumulated amortization .............       8,280        9,374
                                                              ---------    ---------
       Total assets .......................................   $ 498,084    $ 482,438
                                                              =========    =========

    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Bank overdraft ........................................   $   6,903    $     874
    Accounts payable - trade ..............................      47,211       38,992
    Payable to Parent .....................................         838        1,987
    Accrued expenses ......................................      10,541       17,228
    Current portion of cash bonus plan ....................       3,989        7,811
    Current portion of long-term debt .....................       6,675        7,465
                                                              ---------    ---------
       Total current liabilities ..........................      76,157       74,357

Revolving line of credit ..................................      13,100        2,000
Long-term debt ............................................     278,892      284,073
Cash bonus plan ...........................................        --          1,959
Deferred income taxes .....................................      58,570       60,531

Commitments and contingencies (Note 3)

Stockholders' equity:
    Common stock, $1 par value, 4,500,000 shares authorized
       and 4,126,000 shares issued and outstanding ........       4,162        4,162
    Additional paid in capital ............................      72,465       72,050
    Accumulated deficit ...................................      (2,762)     (12,694)
    Note receivable from ESOP .............................      (2,500)      (4,000)
                                                              ---------    ---------
       Total stockholders' equity .........................      71,365       59,518
                                                              ---------    ---------
         Total liabilities and stockholders' equity .......   $ 498,084    $ 482,438
                                                              =========    =========
</TABLE>
         See accompanying notes to consolidated financial statements.

                                       1
<PAGE>
                        TEXAS PETROCHEMICALS CORPORATION

                     CONSOLIDATED STATEMENT OF OPERATIONS
               (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)
                                 (UNAUDITED)
<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED          NINE MONTHS ENDED
                                                        MARCH 31,                   MARCH 31,
                                               -------------------------    -------------------------
                                                   2000          1999           2000         1999
                                               -----------   -----------    -----------   -----------
<S>                                            <C>           <C>            <C>           <C>
Revenues ...................................   $   192,580   $   108,090    $   532,558   $   313,034
Cost of goods sold .........................       170,590        92,394        464,388       261,975
Non-cash ESOP compensation .................           155           147            415           277
Depreciation and amortization ..............         5,955         5,657         17,768        21,098
                                               -----------   -----------    -----------   -----------
     Gross profit ..........................        15,880         9,892         49,987        29,684

Selling, general and administrative expenses         1,943         1,770          6,363         5,842
                                               -----------   -----------    -----------   -----------
           Income from operations ..........        13,937         8,122         43,624        23,842

Interest expense ...........................         8,138         8,472         24,425        25,664

Other income (expense):
      Loss on disposal of non-plant assets .          --            --             --             (44)
      Other, net ...........................            78           209              1         1,198
                                               -----------   -----------    -----------   -----------
                                                        78           209              1         1,154

         Income (loss) before income taxes .         5,877          (141)        19,200          (668)

Provision for income taxes .................         2,912           315          9,268         1,227
                                               -----------   -----------    -----------   -----------
         Net income (loss) .................   $     2,965   $      (456)   $     9,932   $    (1,895)
                                               ===========   ===========    ===========   ===========
Income (loss) per share ....................   $      0.71   $     (0.11)   $      2.39       $(0.46 )
                                               ===========   ===========    ===========   ===========
Weighted average shares outstanding ........     4,162,000     4,162,000      4,162,000     4,162,000
                                               ===========   ===========    ===========   ===========
</TABLE>
         See accompanying notes to consolidated financial statements.

                                       2
<PAGE>
                       TEXAS PETROCHEMICALS CORPORATION

                     CONSOLIDATED STATEMENT OF CASH FLOWS
                          (IN THOUSANDS OF DOLLARS)
                                 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                 NINE MONTHS ENDED
                                                                     MARCH 31,
                                                               --------------------
                                                                 2000        1999
                                                               --------    --------
<S>                                                            <C>         <C>
Cash flows from operating activities:

    Net income (loss) ......................................   $  9,932    $ (1,895)
    Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
    Depreciation of fixed assets ...........................     14,160      17,413
    Amortization of goodwill and other assets ..............      3,608       3,685
    Amortization of debt issue costs and deferred premium ..        901         867
    Loss on disposal of non-plant assets ...................       --            44
    Earnings from limited partnership ......................       (249)       (616)
    Deferred income taxes ..................................     (1,239)     (1,827)
    Non-cash ESOP compensation .............................        415         277
    Change in:
      Accounts receivable ..................................    (10,941)      5,769
      Inventories ..........................................    (11,681)      1,230
      Other assets .........................................      6,534        (955)
      Accounts payable .....................................      8,219       2,354
      Payable to Parent ....................................     (1,149)     (2,671)
      Accrued expenses .....................................     (6,687)     (8,297)
                                                               --------    --------
         Net cash provided by operating activities .........     11,823      15,378

Cash flows from investing activities:
    Capital expenditures ...................................    (14,908)    (12,863)
    Proceeds from the sale of non-plant assets .............       --           477
    Distribution from limited partnership ..................        350         780
                                                               --------    --------
         Net cash used in investing activities .............    (14,558)    (11,606)

 Cash flows from financing activities:
    Change in bank overdraft ...............................      6,029       2,331
    Net borrowings (repayments) under revolver .............     11,100       2,800
    Payments on long-term debt .............................     (5,730)     (5,233)
    Payment of cash bonus plan .............................     (5,781)     (5,886)
    Debt issuance costs ....................................       (152)       (163)
    Reduction in note receivable from ESOP .................      1,500       1,500
                                                               --------    --------
         Net cash provided by (used in) financing activities      6,966      (4,651)
                                                               --------    --------
Net increase (decrease) in cash and cash equivalents .......      4,231        (879)
Cash and cash equivalents, at beginning of period ..........        103         956
                                                               --------    --------
Cash and cash equivalents, at end of period ................   $  4,334    $     77
                                                               ========    ========
</TABLE>
          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                       TEXAS PETROCHEMICALS CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.  BASIS OF PRESENTATION

    NATURE OF OPERATIONS

    The consolidated financial statements include the accounts of Texas
Petrochemicals Corporation and its wholly owned subsidiary, Texas Butylene
Chemical Company, collectively referred to as (the "Company"). The Company
through its facility in Houston, Texas is the third largest producer of
butadiene, the largest producer of butene-1, and the third largest producer of
methyl tertiary-butyl ether ("MTBE"), in North America, in terms of production
capacity. In addition, the Company is the sole producer of diisobutylene and
isobutylene concentrate in the United States and is the largest domestic
merchant supplier of high purity isobutylene to the chemical market. The
Company's products include: (i) butadiene, primarily used to produce synthetic
rubber; (ii) MTBE, used as an oxygenate and octane enhancer in gasoline; (iii)
n-butylenes (butene-1 and butene-2), used in the manufacture of plastic resins,
fuel additives and synthetic alcohols; and (iv) specialty isobutylenes,
primarily used in the production of specialty rubbers, lubricant additives,
detergents and coatings.

    The Company's principal feedstocks are crude butadiene, isobutane and
methanol. The Company purchases a significant portion of its crude butadiene
requirements at prices that are adjusted based on the Company's selling price of
butadiene as well as the cost of natural gas used to produce butadiene, thereby
providing the Company with a fixed profit on such sales. Methanol and isobutane
are purchased at prices linked to prevailing market prices.

    GENERAL

    The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
only of normal recurring adjustments, have been made which are necessary to
fairly present the financial position of the Company as of March 31, 2000 and
the results of its operations and cash flows for the interim period ended March
31, 2000. The results of the interim period should not be regarded as
necessarily indicative of results that may be expected for the entire year. The
financial information presented herein should be read in conjunction with the
audited financial statements and notes included in the Company's Form 10-K
thereto, for the year ended June 30, 1999. The June 30, 1999 balance sheet was
derived from audited financial statements but does not include all disclosures
required by generally accepted accounting principles. Certain amounts from prior
periods have been reclassified to conform to current period presentation.

                                       4
<PAGE>
                       TEXAS PETROCHEMICALS CORPORATION

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


2.  DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS (IN THOUSANDS OF DOLLARS)


INVENTORIES:

                                                          MARCH 31,     JUNE 30,
                                                            2000          1999
                                                          ---------     --------
Finished goods ......................................     $  14,503     $ 10,594
Raw materials .......................................        15,753        8,053
Chemicals and supplies ..............................         1,398        1,326
                                                          ---------     --------
                                                          $  31,654     $ 19,973
                                                          =========     ========

PROPERTY, PLANT AND EQUIPMENT:

                                                           MARCH 31,    JUNE 30,
                                                             2000         1999
                                                           ---------    --------
Chemical plants .......................................    $ 283,659    $277,117
Construction in progress ..............................       17,200       8,834
Other .................................................        5,202       5,202
                                                           ---------    --------
                                                             306,061     291,153
Less accumulated depreciation, depletion
    and amortization ..................................       85,607      71,447
                                                           ---------    --------
                                                           $ 220,454    $219,706
                                                           =========    ========

OTHER CURRENT ASSETS:

                                                          MARCH 31,     JUNE 30,
                                                            2000          1999
                                                          ---------     --------
Catalyst Inventory ..................................     $   6,128     $  7,463
Deferred turnaround costs ...........................           747        2,585
Prepaid and other ...................................         4,426        8,576
                                                          ---------     --------
                                                          $  11,301     $ 18,624
                                                          =========     ========

                                       5
<PAGE>
                        TEXAS PETROCHEMICALS CORPORATION

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


ACCRUED EXPENSES:

                                                          MARCH 31,     JUNE 30,
                                                            2000          1999
                                                          ---------     --------
Accrued interest ....................................     $   6,415     $ 13,893
Property and sales taxes ............................         1,004        1,995
Federal and state taxes .............................         1,944          744
Other ...............................................         1,178          596
                                                          ---------     --------
                                                          $  10,541     $ 17,228
                                                          =========     ========

LONG TERM DEBT:

                                                            MARCH 31,   JUNE 30,
                                                              2000        1999
                                                            ---------   --------
Bank Credit Agreement:
   Term A Loan ..........................................   $  15,302   $ 18,002
   Term B Loan ..........................................      40,668     41,407
   ESOP Loan ............................................       2,500      4,000
   Revolving Credit Loans ...............................      13,100      2,000
Senior Subordinated Notes ...............................     225,000    225,000
Deferred premium on Senior Subordinated Notes ...........       2,009      2,250
Long-term financing .....................................          88        879
                                                            ---------   --------
                                                              298,667    293,538
Less current maturities .................................       6,675      7,465
                                                            ---------   --------
Long-term debt ..........................................   $ 291,992   $286,073
                                                            =========   ========

    The Bank Credit Agreement provides for term loans in the amount of $130
million, an ESOP loan of $10 million, and a revolving credit facility of up to
$40 million. Quarterly principal and interest payments are made under the Bank
Credit Agreement. The final payments under the ESOP Loan, Term A Loan and Term B
Loan are due on June 30, 2001, December 31, 2002 and June 30, 2004,
respectively. The Revolving Credit Loan facility is currently scheduled to
expire on December 31, 2002. The debt under the Bank Credit Agreement bears
interest, at the option of the borrower, based on the LIBOR rate plus a margin
(1.75% and 3% for Term A and Term B, respectively at March 31, 2000) or the
greater of the prime rate and the federal funds rate plus 1/2% plus a margin
(0.75% at March 31, 2000). Substantially all assets of the Company are pledged
as collateral under the Bank Credit Agreement. The Senior Subordinated Notes are
due 2006 and bear interest at 11 1/8% payable semiannually on January 1 and July
1. The Bank Credit Agreement and the Senior Subordinated Notes include certain
restrictive covenants which include, but are not limited to, limitations on
capital expenditures, indebtedness, investments and sales of assets and
subsidiary stock. Additionally, the Bank Credit Agreement requires the Company
to maintain certain financial ratios. As of June 30, 1999 the Company obtained
an amendment to the Bank Credit Agreement to update the financial ratios
relating to fixed charge coverage and debt to EBITDA for fiscal 2000.

                                       6
<PAGE>
                       TEXAS PETROCHEMICALS CORPORATION

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

3.  COMMITMENTS AND CONTINGENCIES

    PURCHASE COMMITMENTS

    The Company has purchase commitments incident to the ordinary conduct of
business. The prices of such purchase commitments are based on formulas, which
are determined from the prevailing market rate for such products. These
commitments generally have cancellation provisions given proper notification.

    LITIGATION

    The Company is involved in various routine legal proceedings which are
incidental to the business. Management of the Company is vigorously defending
such matters and is of the opinion that their ultimate resolution will not have
a material impact on the Company.

ENVIRONMENTAL REGULATION

    The Company's operations are subject to federal, state and local laws and
regulations administered by the U.S. Environmental Protection Agency, the U.S.
Coast Guard, the Army Corps of engineers, the Texas Natural Resource
Conservation Commission, the Texas General Land Office, the Texas Department of
Health and various local regulatory agencies. The Company holds all required
permits and registrations necessary to comply substantially with all applicable
environmental laws and regulations, including permits and registrations for
wastewater discharges, solid and hazardous waste disposal and air emissions, and
management believes that the Company is in substantial compliance with all such
laws and regulations. While management does not expect the cost of compliance
with existing environmental laws will have a material adverse effect on the
Company's financial condition, results of operations or cash flows, there can be
no assurance that future legislation, regulation or judicial or administrative
decisions will not have such an effect.

                                       7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

    The following discussion should be read in conjunction with the condensed
consolidated financial statements and notes thereto of the Company included
elsewhere in this report.

OVERVIEW

    The Company's revenues are derived primarily from merchant market sales of
butadiene, MTBE, n-butylenes (butene-1 and butene-2) and specialty isobutylenes
(isobutylene concentrate, high purity isobutylene, and diisobutylene). The
Company's results of operations are affected by a number of factors, including
variations in market demand, production volumes, and the pricing of its products
and primary raw materials. The Company believes that the pricing for its
principal products is primarily dependent on the balance between the global
supply and North American demand for each product, the cost structure of the
various global producers (including their cost of raw materials) and from time
to time, other external factors, such as the implementation of the Clean Air Act
Amendments of 1990, which significantly increased the demand for MTBE.
Historically, the Company has successfully mitigated the cyclicality of the
markets for certain of its end products by entering into contracts with pricing
which allows for a fixed profit by linking prices directly or indirectly to raw
material costs. In addition, the Company has attempted to optimize the use of
isobutylene, an intermediate feedstock produced by the Company, to produce MTBE
or higher margin specialty products depending on prevailing market conditions.

MTBE ENVIRONMENTAL AND MARKET ISSUES

   The possibly adverse effects of MTBE on health and the environment has become
a statewide concern in California and in several other states because MTBE has
appeared in certain drinking water wells. It is believed that this is the result
of leaks from older underground gasoline storage tanks and pipelines.

     In addition, certain bodies of water have shown the presence of MTBE. A
typical source of MTBE in these bodies is the operation of two-cycle outboard
motors, which do not fully combust gasoline. Certain regulatory bodies are
considering imposing limitations on the use of two-cycle outboard motors in
bodies of water that are also used as sources of drinking water.

    In California, the legislature required the state Department of Health
Services (DHS) to assess MTBE and to set the maximum permissible levels of MTBE
in drinking water in 1999. The levels are referred to as the primary and
secondary maximum contaminant levels (MCLs). Secondary MCLs or secondary
drinking water standards apply to chemicals in public drinking water that may
adversely affect the taste, odor, or appearance of the water, and may cause
people served by the public water system to discontinue its use. In January
1999, the DHS adopted 5 parts per billion (ppb) as the California secondary MCL
for MTBE based upon the aesthetic factors alone. On December 13, 1999, the
Western States Petroleum Association and California Chamber of Commerce filed a
petition with Department of Health Services, asking that the secondary MCL for
MTBE be repealed or amended, based on DHS' misapplication of statutory criteria,
failure to consider all relevant and available scientific evidence, and failure
to conduct a public hearing or submit its preliminary findings to scientific
peer review. That petition was denied by DHS in January, 2000.

                                       8
<PAGE>
   The primary MCL for MTBE in California has also been set. The DHS established
13 ppb as the primary MCL for MTBE. It accepted public comments on the proposal
through November 1, 1999. The primary MCL for MTBE is based upon the public
health goal (PHG) for MTBE, and the technical feasibility and costs associated
with compliance. Notably, however, a public health goal of 13 ppb for MTBE was
set by the California Office of Environmental Health Hazard Assessment (OEHHA)
in March 1999 based exclusively on public health considerations. PHGs represent
the level of chemicals in drinking water that would pose no significant health
risks to individuals, and are non-mandatory goals. If MTBE is found in a
drinking water supply at levels exceeding 13 ppb, it is expected that the DHS
will require treatment for the removal of MTBE from the water system to attain
compliance.

   On March 25, 1999, California Governor Gray Davis declared that, "on balance,
there is a significant risk to the environment from using (MTBE) in gasoline in
California," and issued an executive order calling for the removal of MTBE from
gasoline at the earliest possible date and no later than December 31, 2002.
Governor Davis also mandated state agencies to conduct an environmental analysis
and evaluation of ethanol as a possible substitute for MTBE and to seek relief
from the requirement of the CAA to use oxygenates in gasoline in certain areas
of the state. Several bills codifying the Executive Order have been introduced
in the California legislature. Senate Bill 192 would require the State Energy
Resources Conservation and Development Commission to report to the legislature
the amount of MTBE used in gasoline in California by refineries on a quarterly
basis. As of May 2000, SB 192 was still pending in the legislature. Senate Bill
989 was passed into law and became effective January 1, 2000. The new law will
require various state agencies to develop guidelines for the investigation,
remediation, and clean up of MTBE in ground water. The bill also authorizes the
California Environmental Protection Agency to prohibit the use of MTBE in motor
vehicle fuel before December 31, 2002, on a sub-regional basis in the Bay Area
Air Basin, or in any other air basin in the state. On December 9, 1999, the
California Air Resources Board (ARB) approved a new set of rules that, it says,
will ban the additive MTBE while preserving all the air-quality benefits
obtained from the state's cleaner-burning gasoline program. The new rules, known
officially as the Phase 3 gasoline regulation (CaRFG3), prohibit the formulation
of gasoline with MTBE after December 31, 2002. In addition, bills to limit or
ban the use of MTBE have been introduced in several states.

    Although the EPA continues to require oxygenates to be added to gasoline in
certain regions of the country either year-round or during the winter months,
and MTBE continues to be the predominate oxygenate used, a panel appointed by
the EPA has issued a report calling for the reduction in the use of MTBE in
gasoline.

    No assurance can be given that actions will not be taken to restrict or
prohibit the use of MTBE in certain areas of the country or to remove the
oxygenate requirement from the CAA. Any restriction on or prohibition of the use
of MTBE could have a material adverse effect on the Company's financial
condition or results of operations.

                                       9
<PAGE>
REVENUES

    The Company's revenues are a function of the volume of products sold by the
Company and the prices for such products. The following tables set forth the
Company's historical revenues and the percentages of historical revenues by
product and volume of products sold, for the three and nine months ended March
31, 2000 and 1999.

REVENUES
<TABLE>
<CAPTION>
                              THREE MONTHS ENDED                 NINE MONTHS ENDED
                                    MARCH 31,                        MARCH 31,
                         ------------------------------    ------------------------------
                              2000             1999             2000            1999
                         -------------    -------------    -------------    -------------
                                               (DOLLARS IN MILLIONS)
<S>                      <C>        <C>   <C>        <C>   <C>        <C>   <C>        <C>
Butadiene ............   $ 33.0     17%   $ 22.8     21%   $ 91.0     17%   $ 75.9     24%
MTBE .................    106.8     55      55.3     51     312.3     59     150.0     48
n-Butylenes ..........     20.4     11      10.1      9      54.3     10      33.9     11
Specialty Isobutylenes     29.1     15      16.9     16      64.7     12      43.5     14
Other(1) .............      3.3      2       3.0      3      10.3      2       9.7      3
                         ------   ----    ------   ----    ------   ----    ------   ----
Total ................   $192.6    100%   $108.1    100%   $532.6    100%   $313.0    100%
                         ======   ====    ======   ====    ======   ====    ======   ====
</TABLE>
----------
(1) Includes utility revenues and revenues realized from the Company's
terminalling facilities.

SALES VOLUMES

                                       THREE MONTHS ENDED    NINE MONTHS ENDED
                                            MARCH 31,            MARCH 31,
                                      -------------------   -------------------
                                        2000       1999       2000       1999
                                      --------   --------   --------   --------
                                        (MILLIONS OF POUNDS, EXCEPT WHERE NOTED)
Butadiene .........................      191.1      200.4      619.8      613.6
MTBE(1) ...........................      111.1      110.0      361.5      261.4
n-Butylenes .......................      116.6       73.0      334.8      242.7
Specialty Isobutylenes ............      118.8       97.6      276.6      233.8

----------

(1) Volumes in millions of gallons. Includes 28.0 million, 37.9 million, 107.3
million and 49.8 million gallons of finished MTBE purchased for resale for the
three months ended March 31, 2000 and 1999 and the nine months ended March 31,
2000 and 1999 respectively.

RESULTS OF OPERATIONS

    The following table sets forth an overview of the Company's results of
operations.
<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED            NINE MONTHS ENDED
                                                 MARCH 31,                    MARCH  31,
                                      ----------------------------    ----------------------------
                                          2000             1999          2000            1999
                                      ------------    ------------    ------------    ------------
                                                        (DOLLARS IN MILLIONS)
<S>                                   <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>
Revenues ..........................   $192.6   100%   $108.1   100%   $532.6   100%   $313.0   100%
Cost of goods sold ................    170.6    89      92.4    86     464.4    88     262.0    84
Non-cash ESOP compensation ........      0.1   --        0.1   --        0.4   --        0.3   --
Depreciation and amortization .....      6.0     3       5.7     5      17.8     3      21.1     6
                                      ------   ---    ------   ---    ------   ---    ------   ---
    Gross profit ..................     15.9     8       9.9     9      50.0     9      29.6    10
Selling, general and administrative      1.9     1       1.8     1       6.4     1       5.8     2
                                      ------   ---    ------   ---    ------   ---    ------   ---
    Income from operations ........   $ 14.0     7%   $  8.1     8%   $ 43.6     8%   $ 23.8     8%
                                      ======   ===    ======   ===    ======   ===    ======   ===
</TABLE>
                                       10
<PAGE>
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1999

  REVENUES

    The Company's revenues increased by approximately 78%, or $84.5 million, to
$192.6 million for the three months ended March 31, 2000 from $108.1 million for
the three months ended March 31, 1999. Butadiene sales revenues increased
approximately 45% due to higher sales prices during the current quarter. MTBE
sales revenues increased approximately 93% as a result of higher sales prices as
compared to the prior year quarter. MTBE prices are significantly higher as a
result of increases in gasoline and crude oil prices. N-butylene sales revenues
increased 102% due to higher sales volumes and sales prices. Specialty
isobutylene sales revenues increased 72% due to higher sales volumes and sales
prices. Sales volumes were higher due to increased customer demand and new
export business.

GROSS PROFIT

    Gross profit increased by approximately 61%, or $6.0 million, to $15.9
million for the three months ended March 31, 2000 from $9.9 million for the
three months ended March 31, 1999. Gross margin during this period decreased to
8.3% from 9.2%. Gross profit increased during the period due to higher margins
on MTBE sales and higher sales volumes of specialty isobutylenes. Butadiene
margins were down slightly compared to the prior year quarter due to lower sales
volumes. Sales volumes were lower due to a planned expansion outage at one of
the Company's major suppliers. MTBE margins improved over the prior year period
due to higher production rates and a larger spread of sales prices over raw
material costs. Specialty isobutylene margins were higher due to higher sales
volumes, which offset an increase of raw material costs during the current
quarter.

INCOME FROM OPERATIONS

    Income from operations increased by approximately 73%, or $5.9 million, to
$14.0 million for the three months ended March 31, 2000 from $8.1 million for
the three months ended March 31, 1999. Operating margin during this period
decreased to 7.3% from 7.5%. This increase in income from operations was
primarily due to the same factors contributing to the increase in gross profit
described above. The increase in depreciation and amortization is due to new
depreciable capital placed in service during the period.

                                       11
<PAGE>
NINE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE NINE MONTHS ENDED MARCH 31,
1999

  REVENUES

    The Company's revenues increased by approximately 70%, or $219.6 million, to
$532.6 million for the nine months ended March 31, 2000 from $313.0 million for
the nine months ended March 31, 1999. Butadiene sales revenues increased 20% due
to higher sales prices and slightly higher sales volumes. MTBE sales revenues
increased approximately 108% as a result of higher sales volumes and sales
prices as compared to the prior year period. MTBE prices are significantly
higher as a result of increases in gasoline and crude oil prices. MTBE sales
volumes were higher due to increase resale of purchased product and higher
production rates. N-butylene sales revenues increased 60% due to higher sales
volumes and sales prices. Specialty isobutylene sales revenues increased 49% due
to higher sales volumes and sales prices. Sales volumes were higher due to
increased customer demand and new export business.

    GROSS PROFIT

    Gross profit increased by approximately 69%, or $20.4 million, to $50.0
million for the nine months ended March 31, 2000 from $29.6 million for the nine
months ended March 31, 1999. Gross margin during this period decreased to 9.4%
from 9.5%. Gross profit increased during the period due to higher sales volumes
of all product groups and higher margins on butadiene and MTBE sales. Butadiene
margins improved over the prior year period due to improved spot business,
processing efficiencies from new control room instrumentation and positive
inventory impacts from higher butadiene sales prices. MTBE margins improved over
the prior year period due to higher production rates and a larger spread of
sales prices over raw material costs. Gross profit from specialty isobutylenes
increased as a result of higher sales volumes of n-butylenes and specialty
isobutylenes. Gross profit also increased due to lower depreciation and
amortization charges during the current period. Depreciation and amortization
was lower by $3.3 million due to the change in depreciable lives of certain
plant assets from 10 years to 15 years beginning in January 1999.

    INCOME FROM OPERATIONS

    Income from operations increased by approximately 83%, or $19.8 million, to
$43.6 million for the nine months ended March 31, 2000 from $23.8 million for
the nine months ended March 31, 1999. Operating margin during this period
increased to 8.2% from 7.6%. This increase in income from operations was
primarily due to the same factors contributing to the increase in gross profit
described above. The increase in selling, general and administrative costs was
primarily due to higher MTBE advocacy costs.

                                       12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

  CASH FLOWS

NINE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE NINE MONTHS ENDED MARCH 31,
1999

    Net cash provided by operating activities was $11.8 million for the nine
months ended March 31, 2000 compared to $15.4 million for the nine months ended
March 31, 1999. The decrease of $3.6 million was attributable to increased cash
flow used in working capital. Working capital has been impacted during the
period by rising market prices for both finished goods and raw materials. Net
cash used in investing activities was $14.6 million for the nine months ended
March 31, 2000 compared to $11.6 million for the nine months ended March 31,
1999. The increase of $3.0 million was attributable to higher capital
expenditures. Net cash provided by (used in) financing activities was $7.0
million for the nine months ended March 31, 2000 compared to $(4.7) million for
the nine months ended March 31, 1999. The change of $11.7 million was
attributable to borrowings under the revolver and higher bank overdraft.

  LIQUIDITY

    The Company's liquidity needs arise primarily from principal and interest
payments under the Bank Credit Agreement and the Subordinated Notes. The
Company's primary source of funds to meet debt service requirements is net cash
flow provided by operating activities. Operating cash flow is significantly
impacted by raw materials cost as well as the selling price and volume variances
of finished goods. The Company enters into supply contracts for certain of its
products in order to mitigate the impact of changing prices. Additionally, the
Company has a $40 million Revolving Credit Facility, of which $13.1 million was
in use at March 31, 2000, to provide adequate funds for ongoing operations,
working capital and planned capital expenditures. The Company believes that the
availability of funds under the Revolving Credit Facility are sufficient to
cover any current liquidity needs which could arise as a result of negative
working capital. The Company's ability to borrow is limited by the terms of the
Bank Credit Agreement and the Subordinated Notes. The Bank Credit Agreement and
the Subordinated Notes include certain restrictive covenants, which include but
are not limited to, the maintenance of certain financial ratios and limitations
on capital expenditures, indebtedness, investments and sales of assets and
subsidiary stock. As of June 30, 1999 the Company obtained an amendment to the
Bank Credit Agreement to update the financial ratios relating to fixed charge
coverage and debt to EBITDA for fiscal 2000.

  CASH BONUS PLAN

    In connection with the Acquisition, the Predecessor established a $35
million Cash Bonus Plan covering substantially all employees of the Predecessor
(or certain affiliates of the Predecessor) and covering certain third-party
contractors who have contributed to the past success of the Predecessor. During
the nine months ended March 31, 2000, $5.8 million of this amount was paid to
eligible participants and the remaining $4.0 million will be made in future
quarterly installments ending in July 2000.

  CAPITAL EXPENDITURES

    The Company's capital expenditures relate principally to improving operating
efficiencies and maintaining environmental compliance. Capital expenditures for
the nine months ended March 31, 2000 were $14.9 million. The Company expenses
approximately $20 million annually for plant maintenance. These maintenance
costs are not treated as capital expenditures.

                                       13
<PAGE>
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

    During  1998,  the FASB issued SFAS No. 133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities."  The Company has entered into  interest
rate  swap  and cap  agreements,  and may have  entered  into  other  types of
contracts,  which are  included in the scope of SFAS No. 133. The Company will
analyze  SFAS No. 133 to determine  what effect it will have on the  Company's
future financial  statements and  disclosures.  In June 1999, SFAS No. 137 was
issued to delay the required  effective date of SFAS No. 133 from fiscal years
beginning after June 15, 1999 to fiscal years beginning after June 15, 2000.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

    This document may include forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Although the
Company believes that the expectations reflected in such forward looking
statements are based upon reasonable assumptions, it can give no assurance that
its expectations will be achieved. Important factors that could cause actual
results to differ materially from the Company's expectations are disclosed in
conjunction with the forward looking statements included herein ("Cautionary
Disclosures"). Subsequent written oral forward looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Disclosures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    There have been no significant quantitative or qualitative changes during
the third fiscal quarter of 2000 in the Company's risk sensitive instruments.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

    There have been no material developments with respect to the Company's legal
proceedings previously reported in the Company's Form 10-K for the year ended
June 30, 1999.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

        27 Financial Data Schedule

    (b) Reports on Form 8-K

        There were no reports on Form 8-K filed during the three months ended
        March 31, 2000.

                                       14
<PAGE>
                                  SIGNATURE

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 thereunto duly authorized.

                                   TEXAS PETROCHEMICALS CORPORATION
                                            (Registrant)




Dated:  May 12, 2000               By:   /s/  CARL S. STUTTS
                                      ------------------------------
                                                (Signature)
                                              Carl S. Stutts
                                         Executive Vice President,
                                          Chief Financial Officer