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

                                   FORM 10-Q/A
                          AMENDMENT NO. 1 TO FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31, 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)

         DELAWARE                                      76-0185186
(STATE OR OTHER JURISDICTION              (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)

     1200 SMITH STREET, SUITE 1900
       HOUSTON, TEXAS 77002-4312                     (713) 650-3700
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)      (REGISTRANT'S TELEPHONE NUMBER, 
                                                    INCLUDING AREA CODE)

        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)

         DELAWARE                                      76-0502785
(STATE OR OTHER JURISDICTION                (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION) 

    1200 SMITH STREET, SUITE 1900
       HOUSTON, TEXAS 77002-4312                     (713) 650-3700
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)      (REGISTRANT'S TELEPHONE NUMBER, 
                                                    INCLUDING AREA CODE)

        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 H(1)(a) and (b) of Form 10-Q, and is therefore filing this form with
the reduced disclosure format provided for by General Instruction H(2) of Form
10-Q.

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

     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
                                              ---     ---

     As of January 31, 1998, Sterling Chemicals Holdings, Inc. had 12,370,799
shares of common stock outstanding. As of January 31, 1998, all outstanding
equity securities of Sterling Chemicals, Inc. were owned by Sterling Chemicals
Holdings, Inc.


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                       EXPLANATORY NOTE TO AMENDMENT NO. 1

     The undersigned registrant hereby amends its Quarterly Report on Form 10-Q
for the period ended December 31, 1997, for the sole purpose of filing Exhibit
15.1 thereto, which is referenced in Item 6 "Exhibits and Reports on Form 8-K"
and in the Index to Exhibits.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits: The following exhibits are filed as part of this Form 10-Q/A.

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                         DESCRIPTION OF EXHIBIT
------                         -----------------------

<S>        <C> <C>
**11.1     --  Earnings Per Share Calculation.

 *15.1     --  Letter of Deloitte & Touche LLP regarding unaudited interim financial information

**27.1     --  Financial Data Schedule of Sterling Chemicals Holdings, Inc.

**27.2     --  Financial Data Schedule of Sterling Chemicals, Inc.

*          --  Filed herewith.

**         --  Filed previously.
</TABLE>

     (b) Reports on Form 8-K.

         None.



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                                   SIGNATURES

     Pursuant to the requirements 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.


                                    STERLING CHEMICALS HOLDINGS, INC.
                                    STERLING CHEMICALS, INC.
                                    (Registrants)



Date: May 12 , 1998                 /s/   PETER W. DE LEEUW
                                    -------------------------------------------
                                    Peter W. De Leeuw
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: May 12, 1998                  /s/   GARY M. SPITZ
                                    --------------------------------------------
                                    Gary M. Spitz
                                    Vice President-Finance and Chief Financial
                                      Officer
                                    (Principal Financial Officer)



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