<PAGE>   1

================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                         AMENDMENT NO. 1 TO FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 For the fiscal year ended September 30, 1997

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 For the transition period from          to

COMMISSION FILE NUMBER 1-10059

                       STERLING CHEMICALS HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
  <S>                                                              <C>
                               DELAWARE                                         76-0185186
  (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)   (I.R.S. EMPLOYER IDENTIFICATION NO.)
                 1200 SMITH STREET, SUITE 1900
                   HOUSTON, TEXAS 77002-4312                                  (713) 650-3700
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)       (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
</TABLE>

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:   NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:   COMMON STOCK, PAR
                             VALUE $.01 PER SHARE

COMMISSION FILE NUMBER 333-04343-01

                            STERLING CHEMICALS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
  <S>                                                              <C>
                                   DELAWARE                                     76-0502785
  (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)   (I.R.S. EMPLOYER IDENTIFICATION NO.)
                  1200 SMITH STREET SUITE 1900
                   HOUSTON, TEXAS 77002-4312                                  (713) 650-3700
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)       (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
</TABLE>

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:   NONE
       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:   NONE

   STERLING CHEMICALS, INC. MEETS THE CONDITIONS SET FORTH IN GENERAL
   INSTRUCTION J(1)(a) AND (b) OF FORM 10-K, AND IS THEREFORE FILING THIS FORM
   WITH THE REDUCED DISCLOSURE FORMAT PROVIDED FOR BY GENERAL INSTRUCTION J(2)
   OF FORM 10-K

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

     Indicate by check mark whether each of the registrants (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 requirements for the past 90 days. Yes  X         No     
                                              ---           ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of each of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-K
or any amendment to this Form 10-K.  X 
                                    ---
     As of December 8, 1997, Sterling Chemicals Holdings, Inc. had 12,357,191
shares of common stock outstanding.  As of such date, the aggregate market
value of such common stock held by nonaffiliates, based upon the last sales
price of these shares as reported on the OTC Electronic Bulletin Board
maintained by the National Association of Securities Dealers, Inc., was
approximately $82 million.  As of December 8, 1997, all outstanding equity
securities of Sterling Chemicals, Inc. were owned by Sterling Chemicals
Holdings, Inc.

      Portions of the definitive Proxy Statement relating to the 1998 Annual
Meeting of Stockholders of Sterling Chemicals Holdings, Inc. are incorporated
by reference in Part III of this Form 10-K.
================================================================================


<PAGE>   2
                     EXPLANATORY NOTE TO AMENDMENT NO. 1

         The undersigned registrant hereby amends its Annual Report on Form
10-K for the fiscal year ended September 30, 1997, for the sole purpose of
re-filing Exhibit 10.11 thereto, which is referenced in Item 14 "Exhibits,
Consolidated Financial Statement Schedules and Reports on Form 8-K" and in the
Index to Exhibits.

                                    PART IV


Item 14. Exhibits, Consolidated Financial Statement Schedules and Reports on
Form 8-K.

     (a) Financial Statements, Financial Statement Schedules and Exhibits

         1. Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                                                         PAGE OF
                                                                                                        THIS 10-K
                                                                                                        --------- 
             <S>                                                                                           <C>
             Sterling Chemicals Holdings, Inc. Consolidated Statements of Operations for the fiscal
                years ended September 30, 1997, 1996 and 1995 .........................................    33
             Sterling Chemicals Holdings, Inc. Consolidated Balance Sheets as of September 30, 1997
                and 1996  .............................................................................    34
             Sterling Chemicals Holdings, Inc. Consolidated Statements of Changes in Stockholders'
                  Equity (Deficiency in Assets) for  the fiscal years ended September 30, 1997, 1996
                  and 1995  ...........................................................................    35
             Sterling Chemicals Holdings, Inc. Consolidated Statements of Cash Flows for the fiscal
                years ended September 30, 1997, 1996 and 1995 .........................................    36
             Sterling Chemicals, Inc. Consolidated Statements of Operations for the period from May
                14, 1996 to September 30, 1996 and the fiscal year ended September 30, 1997 ...........    37
             Sterling Chemicals, Inc. Consolidated Balance Sheets as of September 30, 1997 and 1996 ...    38
             Sterling Chemicals, Inc. Consolidated Statements of Changes in Stockholders' Equity
                (Deficiency in Assets) for the period from May 14, 1996 to September 30, 1996 and the
                           fiscal year ended September 30, 1997 .......................................    39
             Sterling Chemicals, Inc. Consolidated Statements of Cash Flows for the period from May 14,
                1996 to September 30, 1996 and the fiscal year ended September 30, 1997 ...............    40
             Notes to Consolidated Financial Statements ...............................................    41
             Reports of Independent Accountants .......................................................    62
             Report of Management .....................................................................    65
</TABLE>


         2. All schedules for which provision is made in Regulation S-X of the
     Securities and Exchange Commission are not required under the related
     instruction or are inapplicable and, therefore, have been omitted.




                                       2
<PAGE>   3
         3. Exhibits

     The following exhibits are filed as part of this Form 10-K:

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                                             DESCRIPTION OF EXHIBIT
    ------                                             ----------------------
   <S>        <C>
    2.1        --Amended and Restated Agreement and Plan of Merger between STX Acquisition Corp. and 
                 Sterling Chemicals, Inc. dated as of April 24, 1996, incorporated by reference from the 
                 Company's Current Report on Form 8-K dated April 24, 1996 as amended by Form 8-K/A.
    3.1        --Restated Certificate of Incorporation of Sterling Chemicals Holdings, Inc., incorporated by 
                 reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly
                 period ended June 30, 1997.
    3.2        --Certificate of Incorporation of Sterling Chemicals, Inc., as amended, incorporated by reference
                 from Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended
                 September 30, 1996.
    3.3        --Restated Bylaws of Sterling Chemicals Holdings, Inc, incorporated by reference from Exhibit 3.3
                 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1996.
    3.4        --Bylaws of Sterling Chemicals, Inc., incorporated by reference from Exhibit 3.4 to the
                 Registration Statement on Form S-1 of STX Acquisition Corp. and STX Chemicals Corp.
                 (Registration No. 333-04343).
    4.1        --Warrant Agreement (including form of Warrant), dated as of August 15, 1996, between
                 Sterling Chemicals Holdings, Inc. and KeyCorp Shareholder Services, Inc. as Warrant Agent,
                 incorporated by reference from Exhibit 4.4 to the Registration Statement on Form S-1 of STX     
                 Acquisition Corp. and STX Chemicals Corp. (Registration No. 333-04343).
    4.2        --Warrant Agreement, dated as of July 10, 1997, between Sterling Chemicals Holdings, Inc.
                 and Harris Trust and Savings Bank as Warrant Agent, incorporated by reference from Exhibit 4.1   
                 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997. 
    4.3        --Indenture governing the 13 1/2 % Senior Secured Discount Notes Due 2008 of the Company,
                 incorporated by reference from Exhibit 4.5 to the Registration Statement on Form S-1
                 of STX Acquisition Corp. and STX Chemicals Corp. (Registration No. 333-04343).
    4.4        --Indenture governing the 11 3/4% Senior Subordinated Notes Due 2006 of Sterling Chemicals,          
                 Inc. (formerly known as STX Chemicals Corp.), incorporated by reference from Exhibit 4.7 to the 
                 Registration Statement on Form S-1 of STX  Acquisition Corp. and STX Chemicals Corp. 
                 (Registration No. 333-04343).
    4.5        --Indenture governing the 11 1/4% Senior Subordinated Notes due 2007 of Sterling Chemicals, Inc.,  
                 incorporated by reference from Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for 
                 the quarterly period ended March 31, 1997.
 ** 4.6        --Amended and Restated Credit Agreement, dated July 10, 1997, among Sterling Chemicals, Inc. and
                 Texas Commerce  Bank, individually and as Administrative Agent, Credit Suisse First Boston,
                 individually and as Documentation Agent, and the other lenders named therein.
    4.7        --Stockholders Agreement, incorporated by reference from Exhibit 4.10 to the Registration 
                 Statement on Form S-1 of STX Acquisition Corp. and STX Chemicals Corp. (Registration No.
                 333-04343).
    4.8        --Registration Rights Agreement, incorporated by reference from Exhibit 4.11 to the Registration
                 Statement on Form S-1 of STX Acquisition Corp. and STX Chemicals Corp. (Registration No.
                 333-04343).
    4.9        --Amended and Restated Voting Agreement, dated as of January 22, 1997, incorporated by 
                 reference from Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the quarterly
                 period ended June 30, 1997.
    4.10       --Tag-Along Agreement, incorporated by reference from Exhibit 4.13 to the Registration Statement
                 on Form S-1 of STX Acquisition Corp. and STX Chemicals Corp. (Registration No. 333-04343).
    4.11       --Intercreditor Agreement, incorporated by reference from Exhibit 4.14 to the Registration 
                 Statement on Form S-1 of STX Acquisition Corp. and STX Chemicals  Corp. (Registration
                 No.333-04343).
    4.12       --Security Agreement (Pledge) between STX Acquisition Corp. and Texas Commerce Bank,
                 incorporated by reference from Exhibit 4.15 to the Registration Statement on Form S-1 of STX
                 Acquisition Corp. and STX Chemicals Corp. (Registration No. 333-04343).
    4.12 (a)   --Second Amendment and Supplement to Security Agreement (Pledge) between Sterling Chemicals
                 Holdings, Inc. and Texas Commerce Bank N.A. , dated as of January 31, 1997, incorporated by 
                 reference from Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarterly 
                 period ended December 31, 1996.
</TABLE>



                                       3
<PAGE>   4
<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                                             DESCRIPTION OF EXHIBIT
    ------                                             ----------------------
<S>            <C>
   +10.1       --Assets Purchase Agreement dated August 1, 1986, between Monsanto Company and the
                 Company, incorporated by reference from Exhibit 10.1 to the Company's Annual Report on Form
                 10-K for the fiscal year ended September 30, 1992.
    10.2       --Sterling Chemicals, Inc. Salaried Employees' Pension Plan (Restated as of October 1, 1993),
                 incorporated by reference from Exhibit 10.6 to the Company's Annual Report on Form 10-K for
                 the fiscal year ended September 30, 1993.
    10.2(a)    --Supplement to the Sterling Chemicals, Inc. Salaried Employee's Pension Plan (Restated as of
                 January 1, 1994), incorporated by reference from Exhibit 10.6(a) to the Company's Annual
                 Report on Form 10-K for the fiscal year ended September 30, 1994.
    10.2(b)    --First and Second Amendments to the Sterling Chemicals, Inc. Salaried Employees' Pension Plan
                 dated April 27, 1994 and September 23, 1994, respectively, incorporated by reference from  
                 Exhibit 10.6(b) to the Company's Annual Report on Form 10-K for the fiscal year ended
                 September 30, 1994.
    10.3       --Sterling Chemicals, Inc. Hourly Paid Employees' Pension Plan (Restated as of October 1, 1993),
                 incorporated by reference from Exhibit 10.8 to the Company's Annual Report on Form 10-K for
                 the fiscal year ended September 30, 1993.
    10.3(a)    --Supplement to the Sterling Chemicals, Inc. Hourly Paid Employee's Pension Plan (Restated as
                 of January 1, 1994), incorporated by reference from Exhibit 10.8(a) to the Company's Annual
                 Report on Form 10-K for the fiscal year ended September 30, 1994.
    10.3(b)    --First Amendment to the Sterling Chemicals, Inc. Hourly Paid Employees' Pension Plan dated
                 April 27, 1994, incorporated by reference from Exhibit 10.8(b) to the Company's Annual Report
                 on Form 10-K for the fiscal year ended September 30, 1994.
    10.3(c)    --Sterling Chemicals, Inc. Amended and Restated Hourly Paid Employees' Pension Plan 
                 (Effective as of May 1, 1996), incorporated by reference from Exhibit 10.3(c) to the Company's
                 Annual Report on Form 10-K for the fiscal year ended September 30, 1996.
    10.4       --Sterling Chemicals, Inc. Amended and Restated Savings and Investment Plan, incorporated by
                 reference from Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year
                 ended September 30, 1993.
    10.4(a)    --Supplements to the Sterling Chemicals, Inc. Savings and Investment Plan for Hourly Paid
                 Employees and Salaried Employees, incorporated by reference from Exhibit 10.10(a) to the
                 Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1994.
    10.4(b)    --First and Second Amendments to the Sterling Chemicals, Inc. Amended and Restated Savings
                 and Investment Plan dated April 27, 1994 and October 26, 1994, respectively, incorporated by
                 reference from Exhibit 10.10(b) to the Company's Annual Report on Form 10-K for the fiscal
                 year ended September 30, 1994.
    10.5       --Sterling Chemicals, Inc. Pension Benefit Equalization Plan, incorporated by reference from
                 Exhibit 10.10 to the Company's Registration Statement on Form S-1 (Registration No. 33-24020).
    10.6       --Sterling Chemicals Employee Stock Ownership Plan (ESOP), incorporated by reference from
                 Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended September
                 30, 1996. 
   +10.7       --Styrene Monomer Conversion Contract dated November 3, 1995, between Monsanto Company
                 (subsequently assigned to Bayer Corporation, a subsidiary of Bayer AG) and the Company,
                 incorporated by reference from Exhibit 10.13 to the Company's Annual Report on Form 10-K
                 for the fiscal year ended September 30, 1995.
   +10.8       --Acrylonitrile Exchange Contract dated January 1, 1994, between the Company and Monsanto
                 Company, incorporated by reference from Exhibit 10.19 to the Company's Annual Report on
                 Form 10-K for the fiscal year ended September 30, 1994.
   +10.9       --Production Agreement dated April 15, 1988 between BP Chemicals Americas Inc. and the
                 Company and First and Second Amendment thereto, incorporated by reference from Exhibit
                 10.21 to the Company's Registration Statement on Form S-1 (Registration No. 33-24020).
   +10.10      --Agreement dated May 2, 1988, between E.I. du Pont de Nemours and Company and the
                 Company, incorporated by reference from Exhibit 10.22 to the Company's Registration
                 Statement on Form S-1 (Registration No. 33-24020). 
  ++10.11      --Amended and Restated Product Sales Agreement dated January 1, 1998, between
                 BASF  Corporation and the Company.
    10.12      --License Agreement dated August 1, 1986, between Monsanto Company and the Company,
                 incorporated by reference from Exhibit 10.25 to the Company's Registration Statement on
                 Form S-1 (Registration No. 33-24020).
</TABLE>





                                       4
<PAGE>   5
<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                                             DESCRIPTION OF EXHIBIT
    ------                                             ----------------------
   <S>         <C>
    +10.13   --Amended Lease and Production Agreement dated August 8, 1994, between BP Chemicals
               Americas Inc. and the Company, incorporated by reference from Exhibit 10.21 to the Company's
               Annual Report on Form 10-K for the fiscal year ended September 30, 1994.
     10.14   --Form of Indemnity Agreement executed between the Company and each of its officers and
               directors prior to the Merger, incorporated by reference from Exhibit 10.30 to the Company's Annual
               Report on Form 10-K for the fiscal year ended September 30, 1994.
     10.15   --Form of Indemnity Agreement executed between the Company and each of its officers and
               directors, incorporated by reference from Exhibit 10.17 to the Company's Annual Report on Form
               10-K for the fiscal year ended September 30, 1996.
     10.16   --Sterling Chemicals, Inc. Amended and Restated Supplemental Employee Retirement Plan,
               incorporated by reference from Exhibit 10.34 to the Company's Annual Report on Form 10-K
               for the fiscal year ended September 30, 1989 (Commission File Number 1-10059).
     10.17   --Sterling Chemicals, Inc. Deferred Compensation Plan, incorporated by reference from Exhibit
               10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30,
               1989 (Commission File Number 1-10059).
     10.18   --Articles of Agreement between the Company, its successors and assigns, and Texas City, Texas
               Metal Trades Council, AFL-CIO Texas City, Texas, May 1, 1996 to May 1, 1999, incorporated
               by reference from Exhibit 10.22 to the Company's Annual Report on Form 10-K for the 
               fiscal year ended September 30, 1996.
     10.19   --Conditional Performance Guaranty dated as of August 20, 1992, by Albright & Wilson, Ltd. in
               favor of Sterling Pulp Chemicals, Ltd., Sterling Canada, Inc. and the Indemnities identified in
               Section 10.2 of the Purchase Agreement, incorporated by reference from Exhibit 10.38 to the
               Company's Current Report on Form 8-K dated September 3, 1992.
     10.20   --Performance Guaranty dated as of August 20, 1992, by the Company in favor of Tenneco Canada
               Inc., Rio Linda Chemical Co., Albright & Wilson Americas, Inc. and the Indemnities identified
               in Section 10.3 of the Purchase Agreement, incorporated by reference from Exhibit 10.39 to the
               Company's Current Report on Form 8-K dated September 3, 1992.
    +10.21   --Sales and Purchase Agreement dated April 1, 1994, between BP Chemicals Ltd. and the
               Company, incorporated by reference from Exhibit 10.48 to the Company's Annual Report on
               Form 10-K for the fiscal year ended September 30, 1994.
     10.22   --Agreement between Sterling Pulp Chemicals Ltd. North Vancouver British Columbia and Pulp,
               Paper and Woodworkers of Canada Local 5 British Columbia effective December 1, 1994 to
               November 30, 1997, incorporated by reference from Exhibit 10.50 to the Company's Annual
               Report on Form 10-K for the fiscal year ended September 30, 1994.
    +10.23   --Methanol Production Agreement between BP Chemicals Inc. and the Company dated
               September 26, 1996, incorporated by reference from Exhibit 10.33 to the Company's 
               Annual Report on Form 10-K for the fiscal year ended September 30, 1996.
     10.24   --Consulting Agreement dated April 23, 1996, among The Sterling Group, Inc.,  STX
               Acquisition Corp., and STX Chemicals Corp, incorporated by reference from Exhibit 10.34 to the 
               Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1996.
     10.25   --Asset Purchase Agreement, dated December 23, 1996, among Sterling Fibers, Inc., Sterling
               Chemicals, Inc., Sterling Chemicals Holdings, Inc., Cytec Acrylic Fibers Inc., Cytec Technology
               Corp. and Cytec Industries Inc., incorporated by reference from Exhibit 10.1 to the Company's
               Quarterly Report on Form 10-Q for the quarterly period ended December 31, 1996.
   **21.1    --Subsidiaries of Sterling Chemicals Holdings, Inc.
   **23.1    --Consent of Deloitte & Touche LLP
   **23.2    --Consent of Coopers & Lybrand L.L.P.
   **27.1    --Financial Data Schedule - Sterling Chemicals Holdings, Inc.
   **27.2    --Financial Data Schedule - Sterling Chemicals, Inc.
</TABLE>

**   Filed previously.
+    Confidential treatment has been requested with respect to portions of this
     Exhibit, and such request has been granted.
++   Filed herewith and confidential treatment has been requested with respect
     to portions of this exhibit.

     (b) Reports on Form 8-K.

           On July 25, 1997, the Company filed a Current Report on Form 8-K
           reporting under Items 2 and 7 of such Form; such Form was amended by
           Form 8-K/A filed September 22, 1997.





                                       5
<PAGE>   6
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrants have duly caused this report to be signed
on their behalf by the undersigned, thereunto duly authorized, on this 2nd day
of April, 1998.


                                        STERLING CHEMICALS HOLDINGS, INC.
                                        STERLING CHEMICALS, INC.



                                        /s/ DAVID G. ELKINS
                                        ---------------------------------
                                        Name:  David G. Elkins
                                        Title:  Vice President, General Counsel
                                                and Secretary



                                       6
<PAGE>   7
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                                             DESCRIPTION OF EXHIBIT
    ------                                             ----------------------
   <S>        <C>
    2.1        --Amended and Restated Agreement and Plan of Merger between STX Acquisition Corp. and 
                 Sterling Chemicals, Inc. dated as of April 24, 1996, incorporated by reference from the 
                 Company's Current Report on Form 8-K dated April 24, 1996 as amended by Form 8-K/A.
    3.1        --Restated Certificate of Incorporation of Sterling Chemicals Holdings, Inc., incorporated by 
                 reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly
                 period ended June 30, 1997.
    3.2        --Certificate of Incorporation of Sterling Chemicals, Inc., as amended, incorporated by reference
                 from Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended
                 September 30, 1996.
    3.3        --Restated Bylaws of Sterling Chemicals Holdings, Inc, incorporated by reference from Exhibit 3.3
                 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1996.
    3.4        --Bylaws of Sterling Chemicals, Inc., incorporated by reference from Exhibit 3.4 to the
                 Registration Statement on Form S-1 of STX Acquisition Corp. and STX Chemicals Corp.
                 (Registration No. 333-04343).
    4.1        --Warrant Agreement  (including form of Warrant), dated as of August 15, 1996, between
                 Sterling Chemicals Holdings, Inc. and KeyCorp Shareholder Services, Inc. as Warrant Agent,
                 incorporated by reference from Exhibit 4.4 to the Registration Statement on Form S-1 of STX     
                 Acquisition Corp. and STX Chemicals Corp. (Registration No. 333-04343).
    4.2        --Warrant Agreement, dated as of July 10, 1997, between Sterling Chemicals Holdings, Inc.
                 and Harris Trust and Savings Bank as Warrant Agent, incorporated by reference from Exhibit 4.1   
                 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997. 
    4.3        --Indenture governing the 13 1/2 % Senior Secured Discount Notes Due 2008 of the Company,
                 incorporated by reference from Exhibit 4.5 to the Registration Statement on Form S-1
                 of STX Acquisition Corp. and STX Chemicals Corp. (Registration No. 333-04343).
    4.4        --Indenture governing the 11 3/4% Senior Subordinated Notes Due 2006 of Sterling Chemicals,          
                 Inc.(formerly known as STX Chemicals Corp.), incorporated by reference from Exhibit 4.7 to the  
                 Registration Statement on Form S-1 of STX  Acquisition Corp. and STX Chemicals Corp. 
                 (Registration No. 333-04343).
    4.5        --Indenture governing the 11 1/4% Senior Subordinated Notes due 2007 of Sterling Chemicals, Inc.,  
                 incorporated by reference from Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for 
                 the quarterly period ended March 31, 1997.
 ** 4.6        --Amended and Restated Credit Agreement, dated July 10, 1997, among Sterling Chemicals, Inc. and
                 Texas Commerce  Bank, individually and as Administrative Agent, Credit Suisse First Boston,
                 individually and as Documentation Agent, and the other lenders named therein.
    4.7        --Stockholders Agreement, incorporated by reference from Exhibit 4.10 to the Registration 
                 Statement on Form S-1 of STX Acquisition Corp. and STX Chemicals Corp. (Registration No.
                 333-04343).
    4.8        --Registration Rights Agreement, incorporated by reference from Exhibit 4.11 to the Registration
                 Statement on Form S-1 of STX Acquisition Corp. and STX Chemicals Corp. (Registration No.
                 333-04343).
    4.9        --Amended and Restated Voting Agreement, dated as of January 22, 1997, incorporated by 
                 reference from Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the quarterly
                 period ended June 30, 1997.
    4.10       --Tag-Along Agreement, incorporated by reference from Exhibit 4.13 to the Registration Statement
                 on Form S-1 of STX Acquisition Corp. and STX Chemicals Corp. (Registration No. 333-04343).
    4.11       --Intercreditor Agreement, incorporated by reference from Exhibit 4.14 to the Registration 
                 Statement on Form S-1 of STX Acquisition Corp. and STX Chemicals  Corp. (Registration
                 No.333-04343).
    4.12       --Security Agreement (Pledge) between STX Acquisition Corp. and Texas Commerce Bank,
                 incorporated by reference from Exhibit 4.15 to the Registration Statement on Form S-1 of STX
                 Acquisition Corp. and STX Chemicals Corp. (Registration No. 333-04343).
    4.12 (a)   --Second Amendment and Supplement to Security Agreement (Pledge) between Sterling Chemicals
                 Holdings, Inc. and Texas Commerce Bank N.A., dated as of January 31, 1997, incorporated by 
                 reference from Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarterly 
                 period ended December 31, 1996.
</TABLE>


                                       7

<PAGE>   8
<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                                             DESCRIPTION OF EXHIBIT
    ------                                             ----------------------
<S>            <C>
   +10.1       --Assets Purchase Agreement dated August 1, 1986, between Monsanto Company and the
                 Company, incorporated by reference from Exhibit 10.1 to the Company's Annual Report on Form
                 10-K for the fiscal year ended September 30, 1992.
    10.2       --Sterling Chemicals, Inc. Salaried Employees' Pension Plan (Restated as of October 1, 1993),
                 incorporated by reference from Exhibit 10.6 to the Company's Annual Report on Form 10-K for
                 the fiscal year ended September 30, 1993.
    10.2(a)    --Supplement to the Sterling Chemicals, Inc. Salaried Employee's Pension Plan (Restated as of
                 January 1, 1994), incorporated by reference from Exhibit 10.6(a) to the Company's Annual
                 Report on Form 10-K for the fiscal year ended September 30, 1994.
    10.2(b)    --First and Second Amendments to the Sterling Chemicals, Inc. Salaried Employees' Pension Plan
                 dated April 27, 1994 and September 23, 1994, respectively, incorporated by reference from  
                 Exhibit 10.6(b) to the Company's Annual Report on Form 10-K for the fiscal year ended
                 September 30, 1994.
    10.3       --Sterling Chemicals, Inc. Hourly Paid Employees' Pension Plan (Restated as of October 1, 1993),
                 incorporated by reference from Exhibit 10.8 to the Company's Annual Report on Form 10-K for
                 the fiscal year ended September 30, 1993.
    10.3(a)    --Supplement to the Sterling Chemicals, Inc. Hourly Paid Employee's Pension Plan (Restated as
                 of January 1, 1994), incorporated by reference from Exhibit 10.8(a) to the Company's Annual
                 Report on Form 10-K for the fiscal year ended September 30, 1994.
    10.3(b)    --First Amendment to the Sterling Chemicals, Inc. Hourly Paid Employees' Pension Plan dated
                 April 27, 1994, incorporated by reference from Exhibit 10.8(b) to the Company's Annual Report
                 on Form 10-K for the fiscal year ended September 30, 1994.
    10.3(c)    --Sterling Chemicals, Inc. Amended and Restated Hourly Paid Employees' Pension Plan 
                 (Effective as of May 1, 1996), incorporated by reference from Exhibit 10.3(c) to the Company's
                 Annual Report on Form 10-K for the fiscal year ended September 30, 1996.
    10.4       --Sterling Chemicals, Inc. Amended and Restated Savings and Investment Plan, incorporated by
                 reference from Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year
                 ended September 30, 1993.
    10.4(a)    --Supplements to the Sterling Chemicals, Inc. Savings and Investment Plan for Hourly Paid
                 Employees and Salaried Employees, incorporated by reference from Exhibit 10.10(a) to the
                 Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1994.
    10.4(b)    --First and Second Amendments to the Sterling Chemicals, Inc. Amended and Restated Savings
                 and Investment Plan dated April 27, 1994 and October 26, 1994, respectively, incorporated by
                 reference from Exhibit 10.10(b) to the Company's Annual Report on Form 10-K for the fiscal
                 year ended September 30, 1994.
    10.5       --Sterling Chemicals, Inc. Pension Benefit Equalization Plan, incorporated by reference from
                 Exhibit 10.10 to the Company's Registration Statement on Form S-1 (Registration No. 33-24020).
    10.6       --Sterling Chemicals Employee Stock Ownership Plan (ESOP), incorporated by reference from
                 Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended September
                 30, 1996. 
   +10.7       --Styrene Monomer Conversion Contract dated November 3, 1995, between Monsanto Company
                 (subsequently assigned to Bayer Corporation, a subsidiary of Bayer AG) and the Company,
                 incorporated by reference from Exhibit 10.13 to the Company's Annual Report on Form 10-K
                 for the fiscal year ended September 30, 1995.
   +10.8       --Acrylonitrile Exchange Contract dated January 1, 1994, between the Company and Monsanto
                 Company, incorporated by reference from Exhibit 10.19 to the Company's Annual Report on
                 Form 10-K for the fiscal year ended September 30, 1994.
   +10.9       --Production Agreement dated April 15, 1988 between BP Chemicals Americas Inc. and the
                 Company and First and Second Amendment thereto, incorporated by reference from Exhibit
                 10.21 to the Company's Registration Statement on Form S-1 (Registration No. 33-24020).
   +10.10      --Agreement dated May 2, 1988, between E.I. du Pont de Nemours and Company and the
                 Company, incorporated by reference from Exhibit 10.22 to the Company's Registration
                 Statement on Form S-1 (Registration No. 33-24020). 
  ++10.11      --Amended and Restated Product Sales Agreement dated January 1, 1998, between
                 BASF  Corporation and the Company.
    10.12      --License Agreement dated August 1, 1986, between Monsanto Company and the Company,
                 incorporated by reference from Exhibit 10.25 to the Company's Registration Statement on
                 Form S-1 (Registration No. 33-24020).
</TABLE>




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<PAGE>   9
<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                                             DESCRIPTION OF EXHIBIT
    ------                                             ----------------------
   <S>         <C>
    +10.13   --Amended Lease and Production Agreement dated August 8, 1994, between BP Chemicals
               Americas Inc. and the Company, incorporated by reference from Exhibit 10.21 to the Company's
               Annual Report on Form 10-K for the fiscal year ended September 30, 1994.
     10.14   --Form of Indemnity Agreement executed between the Company and each of its officers and
               directors prior to the Merger, incorporated by reference from Exhibit 10.30 to the Company's Annual
               Report on Form 10-K for the fiscal year ended September 30, 1994.
     10.15   --Form of Indemnity Agreement executed between the Company and each of its officers and
               directors, incorporated by reference from Exhibit 10.17 to the Company's Annual Report on Form
               10-K for the fiscal year ended September 30, 1996.
     10.16   --Sterling Chemicals, Inc. Amended and Restated Supplemental Employee Retirement Plan,
               incorporated by reference from Exhibit 10.34 to the Company's Annual Report on Form 10-K
               for the fiscal year ended September 30, 1989 (Commission File Number 1-10059).
     10.17   --Sterling Chemicals, Inc. Deferred Compensation Plan, incorporated by reference from Exhibit
               10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30,
               1989 (Commission File Number 1-10059).
     10.18   --Articles of Agreement between the Company, its successors and assigns, and Texas City, Texas
               Metal Trades Council, AFL-CIO Texas City, Texas, May 1, 1996 to May 1, 1999, incorporated
               by reference from Exhibit 10.22 to the Company's Annual Report on Form 10-K for the 
               fiscal year ended September 30, 1996.
     10.19   --Conditional Performance Guaranty dated as of August 20, 1992, by Albright & Wilson, Ltd. in
               favor of Sterling Pulp Chemicals, Ltd., Sterling Canada, Inc. and the Indemnities identified in
               Section 10.2 of the Purchase Agreement, incorporated by reference from Exhibit 10.38 to the
               Company's Current Report on Form 8-K dated September 3, 1992.
     10.20   --Performance Guaranty dated as of August 20, 1992, by the Company in favor of Tenneco Canada
               Inc., Rio Linda Chemical Co., Albright & Wilson Americas, Inc. and the Indemnities identified
               in Section 10.3 of the Purchase Agreement, incorporated by reference from Exhibit 10.39 to the
               Company's Current Report on Form 8-K dated September 3, 1992.
    +10.21   --Sales and Purchase Agreement dated April 1, 1994, between BP Chemicals Ltd. and the
               Company, incorporated by reference from Exhibit 10.48 to the Company's Annual Report on
               Form 10-K for the fiscal year ended September 30, 1994.
     10.22   --Agreement between Sterling Pulp Chemicals Ltd. North Vancouver British Columbia and Pulp,
               Paper and Woodworkers of Canada Local 5 British Columbia effective December 1, 1994 to
               November 30, 1997, incorporated by reference from Exhibit 10.50 to the Company's Annual
               Report on Form 10-K for the fiscal year ended September 30, 1994.
    +10.23   --Methanol Production Agreement between BP Chemicals Inc. and the Company dated
               September 26, 1996, incorporated by reference from Exhibit 10.33 to the Company's 
               Annual Report on Form 10-K for the fiscal year ended September 30, 1996.
     10.24   --Consulting Agreement dated April 23, 1996, among The Sterling Group, Inc.,  STX
               Acquisition Corp., and STX Chemicals Corp, incorporated by reference from Exhibit_ to the 
               Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1996.
     10.25   --Asset Purchase Agreement, dated December 23, 1996, among Sterling Fibers, Inc., Sterling
               Chemicals, Inc., Sterling Chemicals Holdings, Inc., Cytec Acrylic Fibers Inc., Cytec Technology
               Corp. and Cytec Industries Inc., incorporated by reference from Exhibit 10.1 to the Company's
               Quarterly Report on Form 10-Q for the quarterly period ended December 31, 1996.
   **21.1    --Subsidiaries of Sterling Chemicals Holdings, Inc.
   **23.1    --Consent of Deloitte & Touche LLP
   **23.2    --Consent of Coopers & Lybrand L.L.P.
   **27.1    --Financial Data Schedule - Sterling Chemicals Holdings, Inc.
   **27.2    --Financial Data Schedule - Sterling Chemicals, Inc.
</TABLE>

**   Previously filed.
+    Confidential treatment has been requested with respect to portions of this
     Exhibit, and such request has been granted.
++   Filed herewith and confidential treatment has been requested with respect
     to portions of this exhibit.



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