--------------------------------------------------------------------------------

                                  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 SEPTEMBER 30, 1999

                                       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
November 12, 1999 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 September 30, 1999 and June 30, 1999   1

   Consolidated Statement of Operations for the three months ended
      September 30, 1999 and 1998                                          2
   Consolidated Statement of Cash Flows for the three months ended
      September 30, 1999 and 1998                                          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>
                                                                SEPTEMBER 30,   JUNE 30,
                                                                    1999         1999
                                                                ------------   ---------
               ASSETS
<S>                                                              <C>           <C>
Current assets:
    Cash and cash equivalents ...............................    $     223     $     103
    Accounts receivable - trade .............................       48,042        40,220
    Inventories .............................................       20,626        19,973
    Other current assets ....................................       18,709        18,624
                                                                 ---------     ---------
       Total current assets .................................       87,600        78,920

Property, plant and equipment, net ..........................      215,914       219,706
Investments in land held for sale ...........................        2,058         2,058
Investment in and advances to limited partnership ...........        2,944         2,820
Goodwill, net ...............................................      168,415       169,560
Other assets, net of accumulated amortization ...............        9,162         9,374
                                                                 ---------     ---------
       Total assets .........................................    $ 486,093     $ 482,438
                                                                 =========     =========

    LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
    Bank overdraft ..........................................    $     -       $     874
    Accounts payable - trade ................................       50,684        38,992
    Payable to Parent .......................................        2,750         1,987
    Accrued expenses ........................................       11,865        17,228
    Current portion of cash bonus plan ......................        7,811         7,811
    Current portion of long-term debt .......................        7,201         7,465
                                                                 ---------     ---------
       Total current liabilities ............................       80,311        74,357

Revolving line of credit ....................................         --           2,000
Long-term debt ..............................................      282,346       284,073
Cash bonus plan .............................................           10         1,959
Deferred income taxes .......................................       60,318        60,531

Commitments and contingencies (Note 3)

Stockholder's equity:
    Common stock, $1 par value, 4,500,000 shares authorized
       and 4,162,000 shares issued and outstanding ..........        4,162         4,162
    Additional paid in capital ..............................       72,180        72,050
    Accumulated deficit .....................................       (9,734)      (12,694)
    Note receivable from ESOP ...............................       (3,500)       (4,000)
                                                                 ---------     ---------
       Total stockholder's equity ...........................       63,108        59,518
                                                                 ---------     ---------
         Total liabilities and stockholder's equity .........    $ 486,093     $ 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)


                                                   THREE MONTHS ENDED
                                                      SEPTEMBER 30,
                                                ------------------------
                                                   1999          1998
                                                ----------    ----------
Revenues ...................................    $  154,002    $  100,026
Cost of goods sold .........................       132,049        80,276
Non-cash ESOP compensation .................           130          --
Depreciation and amortization ..............         5,864         7,692
                                                ----------    ----------
    Gross profit ...........................        15,959        12,058

Selling, general and administrative expenses         1,989         2,315
                                                ----------    ----------
        Income from operations .............        13,970         9,743

Interest expense ...........................         8,255         8,415

Other income, net ..........................           102           687
                                                ----------    ----------

        Income before income taxes .........         5,817         2,015

Provision for income taxes .................         2,857         1,360
                                                ----------    ----------

        Net income .........................    $    2,960    $      655
                                                ==========    ==========

Basic income per share .....................    $     0.71    $     0.16
                                                ==========    ==========

Weighted average shares outstanding ........     4,162,000     4,162,000
                                                ==========    ==========


           See accompanying notes to consolidated financial statements.

                                       2
<PAGE>
                        TEXAS PETROCHEMICALS CORPORATION

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                             ---------------------
                                                               1999         1998
                                                             --------     --------
<S>                                                          <C>          <C>
Cash flows from operating activities:
    Net income ..........................................    $  2,960     $    655
    Adjustments to reconcile net income to net cash
      provided by operating activities:
    Depreciation of fixed assets ........................       4,668        6,463
    Amortization of goodwill and other assets ...........       1,193        1,229
    Amortization of debt issue costs and deferred premium         300          288
    Earnings from limited partnership ...................        (124)        (208)
    Deferred income taxes ...............................        (442)        (816)
    Non-cash ESOP compensation ..........................         130         --
    Change in:
      Accounts receivable ...............................      (7,822)      14,008
      Inventories .......................................        (653)      (7,931)
      Other assets ......................................          79         (914)
      Accounts payable ..................................      11,692       (2,678)
      Payable to Parent .................................         763       (2,703)
      Accrued expenses ..................................      (5,363)      (1,900)
                                                             --------     --------
         Net cash provided by operating activities ......       7,381        5,493

Cash flows from investing activities:
    Capital expenditures ................................        (876)      (4,019)
    Distribution from limited partnership ...............                      330
                                                             --------     --------
         Net cash used in investing activities ..........        (876)      (3,689)

 Cash flows from financing activities:
    Change in bank overdraft ............................        (874)         201
    Net borrowings (repayments) under revolver ..........      (2,000)         500
    Payments on long-term debt ..........................      (1,910)      (1,744)
    Payment of cash bonus plan ..........................      (1,949)      (1,957)
    Debt issuance costs .................................        (152)        (163)
    Reduction in note receivable from ESOP ..............         500          500
                                                             --------     --------
    Net cash used in financing activities ...............      (6,385)      (2,663)
                                                             --------     --------

Net increase (decrease) in cash and cash equivalents ....         120         (859)

Cash and cash equivalents, at beginning of period .......         103          956
                                                             --------     --------

Cash and cash equivalents, at end of period .............    $    223     $     97
                                                             ========     ========
</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 which 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 10-Q 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 September 30, 1999
and the results of its operations and cash flows for the interim period ended
September 30, 1999. 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:
                                                  SEPTEMBER 30,    JUNE 30,
                                                      1999          1999
                                                  ------------   -----------

      Finished goods .......................        $ 9,431        $10,594
      Raw materials ........................         10,251          8,053
      Chemicals and supplies ...............            944          1,326
                                                    -------        -------
                                                    $20,626        $19,973
                                                    =======        =======



OTHER CURRENT ASSETS:
                                                   SEPTEMBER 30,   JUNE 30,
                                                       1999         1999
                                                   ------------  -----------
      Catalyst Inventory .....................       $ 9,141       $ 7,463
      Deferred turnaround costs ..............         1,933         2,585
      Prepaid and other ......................         7,635         8,576
                                                     -------       -------
                                                     $18,709       $18,624
                                                     =======       =======

PROPERTY, PLANT AND EQUIPMENT:
                                                   SEPTEMBER 30,     JUNE 30,
                                                       1999           1999
                                                   ------------   -----------
      Chemical plants ..........................     $281,392       $277,117
      Construction in progress .................        5,435          8,834
      Other ....................................        5,202          5,202
                                                     --------       --------
                                                      292,029        291,153
      Less accumulated depreciation, depletion
          and amortization .....................       76,115         71,447
                                                     --------       --------
                                                     $215,914       $219,706
                                                     ========       ========

                                       5
<PAGE>
                        TEXAS PETROCHEMICALS CORPORATION

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


ACCRUED EXPENSES:
                                                 SEPTEMBER 30,     JUNE 30,
                                                     1999           1999
                                                 ------------    -----------
      Accrued interest ...................         $ 6,541         $13,893
      Property and sales taxes ...........           2,934           1,995
      Federal and state taxes ............           1,119             744
      Other ..............................           1,271             596
                                                   -------         -------
                                                   $11,865         $17,228
                                                   =======         =======


LONG TERM DEBT:
                                                    SEPTEMBER 30,     JUNE 30,
                                                        1999           1999
                                                    ------------     --------
Bank Credit Agreement:
   Term A Loan .....................................  $ 17,103       $ 18,002
   Term B Loan .....................................    41,161         41,407
   ESOP Loan .......................................     3,500          4,000
   Revolving Credit Loans ..........................      --            2,000
Senior Subordinated Notes ..........................   225,000        225,000
Deferred premium on Senior Subordinated Notes ......     2,170          2,250
Long-term financing ................................       613            879
                                                      --------       --------
                                                       289,547        293,538
Less current maturities ............................     7,201          7,465
                                                      --------       --------
Long-term debt .....................................  $282,346       $286,073
                                                      ========       ========

    The Bank Credit Agreement provided 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
(2.0% and 3% for Term A and Term B, respectively at September 30, 1999) or the
greater of the prime rate and the federal funds rate plus 1/2% plus a margin
(1.0% at September 30, 1999). 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 has 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 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.

   The primary MCL for MTBE in California is pending in the regulatory process
at this time. The DHS has proposed 13 ppb as the primary MCL for MTBE. It will
accept public comments on the proposal through November 1, 1999. It is unknown
at this time whether the proposed primary MCL would be adopted as the applicable
standard in California or when it would become effective. The DHS is authorized
to modify the proposed primary MCL for MTBE in response to public comments. 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

                                       8
<PAGE>
(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. Until a
primary MCL is adopted, the DHS will enforce the action level of 13 ppb for MTBE
in lieu of the former level of 35 ppb set in 1991. 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. In September 1999, several bills codifying the Executive Order
were before the California legislature. Senate Bill 192 would prohibit the sale
of gasoline containing MTBE on or after January 1, 2003. The bill would also
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. Senate Bill 989 would require various state
agencies to develop guidelines for the investigation, remediation, and clean up
of MTBE in ground water. The bill would authorize 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.

   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.

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 months ended September 30,
1999 and 1998.

REVENUES
                                                   THREE MONTHS ENDED
                                                     SEPTEMBER 30,
                                       -----------------------------------------
                                             1999                    1998
                                       ----------------       ------------------
                                                  (DOLLARS IN MILLIONS)
Butadiene ......................       $ 26.1       17%       $ 26.4         27%
MTBE ...........................         93.3       61          44.2         44
n-Butylenes ....................         16.7       11          11.2         11
Specialty Isobutylenes .........         14.5        9          14.8         15
Other(1) .......................          3.4        2           3.4          3
                                       ------      ---        ------        ---
Total ..........................       $154.0      100%       $100.0        100%
                                       ======      ===        ======        ===

(1) Includes utility revenues and revenues realized from the Company's
terminalling facilities.

                                       9
<PAGE>
SALES VOLUMES
                                                    THREE MONTHS ENDED
                                                       SEPTEMBER 30,
                                              -----------------------------
                                                  1999             1998
                                              -------------     -----------
                                         (MILLION OF POUNDS, EXCEPT WHERE NOTED)
Butadiene ..........................              206.9            195.9
MTBE(1) ............................              116.8             65.6
n-Butylenes ........................              118.0             82.9
Specialty Isobutylenes .............               66.6             74.9
-----
(1) Volumes in million of gallons. Includes 32.3 million and 3.6 million gallons
of finished MTBE purchased for resale for the three months ended September 30,
1999 and 1998, respectively.

RESULTS OF OPERATIONS

    The following table sets forth an overview of the Company's results of
operations.

                                                      THREE MONTHS ENDED
                                                         SEPTEMBER 30,
                                                -------------------------------
                                                    1999              1998
                                                -------------     -------------
                                                     (DOLLARS IN MILLIONS)
Revenues ...................................    $154.0    100%    $100.0    100%
Cost of goods sold .........................     132.0     86       80.3     80
Non-cash ESOP compensation .................       0.1    --        --      --
Depreciation and amortization ..............       5.9      4        7.7      8
                                                ------    ---     ------    ---
    Gross profit ...........................      16.0     10       12.0     12
Selling, general and administrative expenses       2.0      1        2.3      2
                                                ------    ---     ------    ---
    Income from operations .................    $ 14.0      9%    $  9.7     10%
                                                ======    ===     ======    ===


THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1998

  REVENUES

    The Company's revenues increased by approximately 54%, or $54.0 million, to
$154.0 million for the three months ended September 30, 1999 from $100.0 million
for the three months ended September 30, 1998. Butadiene sales revenues remained
flat as increased sales volumes were offset by lower sales prices. MTBE sales
revenues increased approximately 111% as a result of higher sales volumes and
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.
MTBE sales volumes were higher due to increase resale of purchased product,
higher production rates and timing of product deliveries. N-butylene sale
revenues increased over the prior year quarter due to higher sales volumes.
Specialty isobutylene sales revenues remained flat as lower sales volumes were
offset by higher sales prices. Sales volumes of isobutylene concentrate were
lower due to high inventory levels at one of the Company's primary customers.
Sales volumes of high purity isobutylene were lower due to lower customer demand
largely attributable to temporary downtime at customer facilities. Diisobutylene
sales volumes were up slightly as compared to the prior year quarter.

                                       10
<PAGE>
    GROSS PROFIT

    Gross profit increased by approximately 33%, or $4.0 million, to $16.0
million for the three months ended September 30, 1999 from $12.0 million for the
three months ended September 30, 1998. Gross margin during this period decreased
to 10.4% from 12.0% due to the higher sales volumes of MTBE purchased for
resale. Gross profit during the period increased due to higher sales volumes of
MTBE and lower depreciation and amortization charges during the current quarter.
MTBE sales volumes were higher due to increase resale of purchased product,
higher production rates and timing of product deliveries. Depreciation and
amortization was lower by $1.8 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 44%, or $4.3 million, to
$14.0 million for the three months ended September 30, 1999 from $9.7 million
for the three months ended September 30, 1998. Operating margin during this
period decreased to 9.1% from 9.7%. This increase in income from operations was
primarily due to the same factors contributing to the decrease in gross profit
described above. The decrease in selling, general and administrative costs
associated with our system implementation in the prior year contributed to the
increase in income from operations.

LIQUIDITY AND CAPITAL RESOURCES

  CASH FLOWS

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1998

    Net cash provided by operating activities was $7.4 million for the three
months ended September 30, 1999 compared to $5.5 million for the three months
ended September 30, 1998. The increase of $1.9 million was attributable to
increased net income. Net cash used in investing activities was $0.9 million for
the three months ended September 30, 1999 compared to $3.7 million for the three
months ended September 30, 1998. The decrease of $2.8 million was attributable
to lower capital expenditures. Net cash used in financing activities was $6.4
million for the three months ended September 30, 1999 compared to $2.7 million
for the three months ended September 30, 1998. The increase of $3.7 million was
attributable to repayments of borrowing under the revolver and the change in
bank overdraft.

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  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 all of which was available
at September 30, 1999, 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 quarter ended September 30, 1999, $2.0 million of this amount was paid to
eligible participants and the remaining $7.8 million will be made in four equal
future quarterly installments.

  CAPITAL EXPENDITURES

    The Company's capital expenditures relate principally to improving operating
efficiencies and maintaining environmental compliance. Capital expenditures for
three months ended September 30, 1999 were $0.9 million. The Company expenses
approximately $20 million annually for plant maintenance. These maintenance
costs are not treated as capital expenditures.

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.

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YEAR 2000 CONVERSION

    The Company has recognized the need to ensure that its systems, equipment
and operations will not be adversely impacted by the change to the calendar year
2000. The issues arise from computer programs, computer equipment and other
equipment with embedded chips or processors that use two digits rather than four
to designate the year. Date-sensitive computer operations may recognize a date
using "00" as the year 1900 rather than the year 2000, resulting in system
failures or miscalculations, which could potentially cause operational
disruptions.

    In preparation the Company has established a Steering Committee composed of
members all functional groups of organization to address these issues. This
committee is responsible for prioritizing the Company's efforts and ensuring
that the appropriate resources both internal and external have been dedicated to
the project. The committee's assessment was focused on those areas, which were
considered high-risk critical business processes. The assessment and future
progress has been based on the following categories including plant automation
and process control, client server, desktop, communications, enterprise
infrastructure and overall readiness. The Company's overall readiness expressed
as a percentage of completion as of October 30, 1999 is approximately 95%. The
total estimated spending for all categories is expected to range from $15 to $16
million. The majority of these costs relate to capital investments made in
automating our plant production processes and in upgrading our financial
accounting systems.

    The Company believes that all significant systems controlled by the Company
will be Year 2000 ready in the last half of calendar 1999. The Company's
operations are dependent upon third parties for continuous supply of raw
materials, natural gas, transportation and storage. While the Company has
attempted to obtain an assessment of the readiness of these third parties, there
can be no assurance that all third parties will have their systems ready. The
Company is developing contingency plans to be implemented prior to end of
calendar 1999. These contingency plans are being developed to avoid any material
interruption of our core business operations. These plans include alternative
operating procedures and appropriate staffing on critical dates.

    The Company believes that it has taken all of the appropriate steps to
prevent any year 2000 issues from arising. However, there can be no assurances
that all internal and third party systems will operate as expected into calendar
year 2000 and beyond. The failure of any such systems could have a material
impact on the operations of the Company's production facilities and cause a
general business interruption. The Company is unable to determine what the
impact on the financial results of the Company could be from such failure.

ALL STATEMENTS REGARDING YEAR 2000 MATTERS CONTAINED IN THE QUARTERLY REPORT ON
FORM 10-Q ARE "YEAR 2000 READINESS DISCLOSURES" WITHIN THE MEANING OF THE YEAR
2000 INFORMATION AND READINESS DISCLOSURE ACT.

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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    There have been no significant quantitative or qualitative changes during
the first fiscal quarter of 1999 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
        September 30, 1999.

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                                    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:  November 12, 1999          By: /s/ CARL S. STUTTS
                                           Carl S. Stutts
                                           Chief Financial Officer

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