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                                                                    EXHIBIT 10.8

                             SIXTH AMENDMENT TO THE
                             STERLING CHEMICALS ESOP

         WHEREAS, Section 9.1 of the Sterling Chemicals ESOP (as amended, the
"Existing Plan") reserves the right of Sterling Chemicals, Inc., ("Company") to
amend the Existing Plan, and authorizes the Chief Executive Officer to adopt
amendments that do not materially increase the costs or obligations of
participating employers under the Existing Plan;

         WHEREAS, the Company desires to amend the Existing Plan to permit the
acceptance of a trust-to-trust transfer of assets held in the Sterling
Chemicals, Inc. Sixth Amended and Restated Savings and Investment Plan (as
amended, the "SIP"), such assets being those invested in the Company Stock Fund
(as defined in the SIP);

         WHEREAS, the Company desires to update the Existing Plan to reflect
current law;

         WHEREAS, the Company desires to amend the Existing Plan to reflect the
full vesting that occurred with respect to certain employees of Sterling Fibers,
Inc., upon the partial termination of the Existing Plan, as well as the full
vesting of accounts as of January 1, 2001;

         WHEREAS, the Company has determined that amending the Existing Plan to
reflect the desired changes will not materially increase the costs and
obligations of participating employers;

         NOW, THEREFORE, the Existing Plan is amended, effective as of the
execution date, unless otherwise provided below, as follows:

         Section 1.        Amendment of Section 1.11 of the Existing Plan.
Effective as of January 1, 1998, the first paragraph of Section 1.11 is amended
to read in its entirety as follows:

                  "Compensation" with respect to any Participant means such
                  Participant's base Compensation from the Employers, including
                  any elective deferrals as defined in Code section 402(g)(3)
                  and amounts which are not includible in gross income by reason
                  of Code section 125 or, effective January 1, 2001, section
                  132(f)(4), for that portion of the Plan Year during which he
                  is an Eligible Employee and a Participant in the Plan and
                  shall not include any other forms of compensation, including,
                  without limitation, severance pay, overtime or profit sharing
                  amounts.

         Section 2.        Amendment of Section 1.14 of the Existing Plan.
Effective as of January 1, 2001, Section 1.14 is amended to add the following
provision at the end thereof:

                  In addition, each participant in the Sterling Chemicals, Inc.
                  Sixth Amended and Restated Savings and Investment Plan (as
                  amended, the "SIP") who has any portion of his or her account
                  under the SIP invested in the Company Stock Fund shall be an
                  Eligible Employee under this Plan upon the transfer of such
                  portion of his or her SIP account to this Plan pursuant to
                  Section 9.3, but only to the extent of such transferred
                  account. Such Eligible Employee shall not be an Eligible
                  Employee for purposes of receiving allocations pursuant to
                  Section 4.3 unless

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                  such Participant otherwise qualifies as an Eligible Employee.
                  Notwithstanding the prior sentence, such Participant shall be
                  credited with allocations of dividends with respect to Company
                  Stock held in his or her Account, and other earnings or losses
                  on his or her Account. See Exhibit A attached hereto and
                  incorporated herein for all purposes for provisions applicable
                  to such transferred amounts.

         Section 3.        Deletion of Section 1.20 of the Existing Plan.
Effective January 1, 1997, Section 1.20 is amended to read in its entirety as
follows: "1.20 Intentionally Omitted."

         Section 4.        Amendment of Section 1.25 of the Existing Plan.
Effective January 1, 1997, Section 1.25 is amended to read in its entirety as
follows:

                  "Highly Compensated Employee" shall mean an Employee described
                  in Code section 414(q). This means an Employee who performs
                  services for the Company or an Affiliated Employer during the
                  determination year and who (a) during the determination year
                  or the look-back year was at any time a 5% owner (as defined
                  in Code section 416(i)(1)) or (b) for the look-back year
                  received compensation (as defined in Code section 415(c)(3)),
                  in excess of $80,000, as adjusted to reflect cost-of-living
                  increases and was in the group consisting of the top 20% of
                  Employees when ranked on the basis of 415 Compensation. The
                  determination year shall be the Plan Year, and the look-back
                  year shall be the 12-month period immediately preceding the
                  determination year.

                  In determining whether an Employee is a Highly Compensated
                  Employee for the 1997 Plan Year, the amendments made to Code
                  section 414(q) by the Small Business Job Protection Act of
                  1996 are treated as having been in effect for years beginning
                  in 1996.

                  In determining who is a Highly Compensated Employee,
                  non-resident aliens who receive no earned income (within the
                  meaning of Code section 911(d)(2)) constituting United States
                  source income (within the meaning of Code section 861(a)(3))
                  from an Employer or Affiliated Employer shall not be treated
                  as Employees. Additionally, all Affiliated Employers shall be
                  treated as a single employer and Leased Employees (within the
                  meaning of Code Sections 414(n)(2) and 414(o)(2)) shall be
                  considered Employees, unless such Leased Employees are covered
                  by a plan described in Code section 414(n)(5) and are not
                  covered under any qualified plan maintained by the Employer.
                  The exclusion of Leased Employees for this purpose shall be
                  applied on a uniform and consistent basis for all of the
                  Employer's retirement plans.

         Section 5.        Amendment of Section 1.31 of the Existing Plan.
Effective January 1, 1997, Section 1.31 is amended by deleting the clause "nor a
Family Member" therefrom.

         Section 6.        Amendment of Section 1.32 of the Existing Plan.
Effective January 1, 1997, Section 1.32 is amended by deleting the clause "nor a
Family Member" therefrom.

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         Section 7.        Amendment of Section 2.3 of the Existing Plan.
Effective January 1, 2001, Section 2.3 is amended by adding the following
sentence after the third sentence of the first paragraph:

                  Benefits under this plan will be paid only if the
                  Administrator decides in his discretion that the applicant is
                  entitled to them.

         Section 8.        Amendment to Article II of the Existing Plan.
Effective January 1, 2001, Article II of the Existing Plan is amended by adding
a new Section 2.12 thereto to read in its entirety as follows:

                  2.12 ELECTRONIC ADMINISTRATION In its rules and procedures for
                  the administration of the Plan, the Administrator may provide
                  for the use of electronic communications and other media. Any
                  reference in the Plan to forms shall mean either written forms
                  or electronic forms, to the extent permitted by applicable
                  law.

         Section 9.        Amendment of Section 4.4(a) of the Existing Plan.
Effective January 1, 1995, Section 4.4(a) is amended to read in its entirety as
follows:

                  (a) Notwithstanding the foregoing, the maximum "annual
                  additions" credited to a Participant's account for any
                  "limitation year" shall equal the lesser of: (1) $30,000, or
                  (2) 25% of the Participant's "415 Compensation" for such
                  "limitation year."

         Section 10.       Amendment of Section 4.4(e) of the Existing Plan.
Effective January 1, 1998, Section 4.4(e) is amended by adding the following to
the end of the first paragraph:

                  In addition, "415 Compensation" shall include (1) remuneration
                  which would have been actually paid if the Participant had not
                  elected to make elective deferrals under a plan qualified
                  under Code section 401(a) or other deferrals described in Code
                  section 402(e)(3), relating to deferrals under a 401(k) plan
                  or 403(b) arrangement, or 402(h), relating to deferrals under
                  a simplified employee pension, (2) amounts which the
                  Participant has elected to have paid, in lieu of salary or
                  wages, as part of the cost of benefits under a cafeteria plan
                  under Code section 125, and (3) elective amounts that are not
                  includible in the gross income of the Participant by reason of
                  Code section 132(f)(4).

         Section 11.       Further Amendment of Section 4.4(e) of the Existing
Plan. Effective January 1, 1998, the second paragraph of Section 4.4(e) is
amended by deleting clause (1)(B), renumbering clause (1)(C) as clause (1)(B),
and amending clause (1)(A) to read in its entirety as follows:

                  (A) except to the extent provided for in the prior paragraph,
                  contributions made by the Employer to a plan of deferred
                  compensation to the extent that, before the application of the
                  Code Section 415 limitations to the Plan, the

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                  contributions are not includible in the gross income of the
                  Employee for the taxable year in which contributed,

         Section 12.       Amendment of Section 4.4(l), (m), (n), (o) and (p)
of the Existing Plan. Effective with respect to any Participant who performs an
Hour of Service on or after January 1, 2000, the limitations described in
Sections 4.4(l), (m), (n), (o), and (p) (relating to the combined limit under
Code section 415(e)) shall not apply.

         Section 13.       Amendment of Section 7.4(b) of the Existing Plan.
Section 7.4(b) is amended by adding the following paragraph to the end thereof:

                  Notwithstanding the vesting schedule stated in this Section
                  7.4(b), the Account of any Participant who was an Eligible
                  Employee on January 1, 2001, shall be fully vested as of such
                  date. In addition, the Account of any Participant who
                  terminated employment with the Sterling Fibers, Inc., between
                  September 18, 2000, and December 31, 2000, shall be fully
                  vested as of such Participant's termination of employment.

         Section 14.       Amendment of Section 7.5(b) of the Existing Plan.
Section 7.5(b) is amended to read in its entirety as follows:

                  (b) If elected by the Participant (or his or her Beneficiary),
                  the Administrator shall direct the Trustee to distribute to
                  the Participant (or his or her Beneficiary) any amount to
                  which he is entitled under the Plan in one lump-sum payment.
                  In addition, the Participant (or his or her Beneficiary) may
                  elect that payment be made as provided in paragraph (c) below.
                  If no election is filed, the Participant will be deemed to
                  have elected payment in the form of a lump sum.

         Section 15.       Amendment of Section 7.5(d) of the Existing Plan.
Effective October 1, 2001, Section 7.5(d) is amended by replacing "$3,500" in
each instance it appears with the figure "$5,000."

         Section 16.       Amendment of Section 7.5(h)(1) of the Existing Plan.
Effective January 1, 1999, Section 7.5(h)(1) is amended to read in its entirety
as follows:

                  (1) A Participant's benefits shall be distributed to him or
                  her not later than April 1st of the calendar year following
                  the later of (i) the calendar year in which the Participant
                  attains age 70 1/2 or (ii) the calendar year in which the
                  Participant retires, provided, however, that this clause (ii)
                  shall not apply in the case of a Participant who is a "five
                  percent owner," as defined in Code section 416(i). Such
                  benefit shall be paid in the form of a period certain annuity
                  measured by the life expectancy of the Participant (or the
                  life expectancies of the Participant and his or her designated
                  Beneficiary) in accordance with Regulations.

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                  Distributions to a Participant actively employed with the
                  Employer and attaining age 70 1/2 prior to January 1, 1999,
                  commenced no later than April 1 of the year following the year
                  in which he attained age 70 1/2. Effective January 1, 1997,
                  such a Participant was permitted to elect to cease such
                  distributions as long as the Participant remained actively
                  employed by the Employer.

         Section 17.       Amendment of Section 7.14(b)(1) of the Existing
Plan. Effective January 1, 1999, Section 7.14(b)(1) is amended by adding the
following at the end thereof: "; and a hardship distribution."

         Section 18.       Amendment of Section 9.2 of the Existing Plan.
Effective November 1, 2001, Section 9.2 is amended to read in its entirety as
follows:

                  9.2 TERMINATION The Board of Directors of the Company shall
                  have the right at any time to terminate the Plan by delivering
                  to the Trustee and Administrator written notice of such
                  termination. Upon any termination (full or partial) or
                  complete discontinuance of contributions, all amounts credited
                  to the affected Participants' Accounts shall become 100%
                  Vested and shall not thereafter be subject to forfeiture. Upon
                  such termination of the Plan, the Employer by written notice
                  to the Trustee and Administrator, shall direct complete
                  distribution of assets in the Trust Fund, with Participant
                  Accounts to be distributed in the form of lump sums. The lump
                  sum distribution of amounts attributable to Company Stock held
                  in a Participant's Company Stock Account or the Company Stock
                  Sub-Account of any Transferred Contributions Account shall be
                  payable in the form of Company Stock, except that any
                  fractional shares shall be payable in cash (unless prohibited
                  from doing so under applicable law or other legal compulsion.)
                  The lump sum distribution of amounts in a Participant's Other
                  Investments Account will be distributed solely in cash.

         Section 19.       Amendment of Section 9.3 of the Existing Plan.
Section 9.3 is amended to read in its entirety as follows:

                  9.3 MERGER OR CONSOLIDATION The Company reserves the right at
                  any time and from time to time to merge or consolidate the
                  Plan with another plan, to transfer assets or liabilities of
                  the Plan to another plan, or to accept a transfer of assets or
                  liabilities from another plan to this Plan. To the extent Code
                  section 414(l) applies, no merger, consolidation, or transfer
                  may be undertaken unless each Participant shall be entitled to
                  receive a benefit immediately after the merger, consolidation,
                  or transfer which is equal to or greater than the benefit he
                  or she would have been entitled to receive immediately prior
                  to the merger, consolidation, or transfer if the Plan had been
                  terminated at such time, or unless such alternative
                  requirements as may be imposed by regulations under Code
                  section 414(l) are satisfied.

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         Section 20.       Amendment to Article X of the Existing Plan.
Effective August 21, 1996, Article X of the Existing Plan is amended by adding a
new Section 10.17 thereto to read in its entirety as follows:

                  10.17 SPECIAL PROVISIONS FOR EMPLOYEES WHO ENTER THE ARMED
                  FORCES Notwithstanding any provision of this Plan to the
                  contrary, contributions, benefits and service crediting with
                  respect to qualified military service shall be determined in
                  accordance with Code section 414(u).

         Section 21.       Addition of Exhibit A to the Existing Plan. The
Existing Plan is amended by adding an Exhibit A thereto to read in its entirety
as follows:

                  Provisions applicable to Plan assets transferred from the
                  Sterling Chemicals, Inc. Sixth Amended and Restated Savings
                  and Investment Plan

                  (a)      Transfer of Plan Assets: Pursuant to Section 9.3,
                           plan assets invested in the Company Stock Fund
                           maintained within the Sterling Chemicals, Inc. Sixth
                           Amended and Restated Savings and Investment Plan, as
                           amended, may be transferred to the Plan.

                  (b)      Relationship to General Plan Provisions: Where the
                           general terms of the Plan do not specifically
                           conflict with the provisions of this Exhibit, they
                           shall be applicable to the transferred assets,
                           including Section 9.2. However, the transferred
                           assets shall be considered Plan assets held outside
                           the ESOP and shall not be subject to the special ESOP
                           provisions found in Sections 4.6, 7.9, 7.10, 7.11,
                           and 7.12.

                  (c)      Accounting of Transferred Assets: Such assets shall
                           be maintained in a Transferred Contributions Account
                           established on behalf of each Participant to whom
                           such assets are credited, which shall have a Company
                           Stock Sub-Account to account for Company Stock, and
                           an Other Investments Sub-Account to account for
                           amounts other than Company Stock.

                  (d)      Dividends: Any dividends paid with respect to
                           transferred Company Stock shall be either held in the
                           Participant's Transferred Contributions Account or
                           distributed to the Participant (or his or her
                           Beneficiary in the event of his or her death). If the
                           dividend is paid in stock and not distributed, it
                           shall be credited to the Company Stock Sub-Account.
                           If the dividend is paid in cash and not distributed,
                           it shall be credited to the Other Investments Account
                           and invested pursuant to Section 8.1(b).

                  (e)      Vesting: Transferred Contributions Accounts shall be
                           fully vested at all times.

                  (f)      Distribution: Transferred Contributions Accounts may
                           be withdrawn or distributed at any time, in
                           accordance with procedures adopted by the

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                           Administrator. The normal form of distribution shall
                           be a lump sum. Withdrawal or distribution of amounts
                           credited to the Company Stock Sub-Account may be made
                           only in the form of Company Stock, except that
                           fractional shares of such Stock shall be distributed
                           in cash (unless prohibited from doing so under
                           applicable law or other legal compulsion.) Any
                           amounts credited to a Participant's Other Investments
                           Sub-Account shall be distributed in cash. In no event
                           may the distribution of the Transferred Contributions
                           Account be deferred beyond the later of the date the
                           Participant attains age 65 or terminates employment.

                           In the event the Participant dies before his or her
                           benefit has commenced to be distributed, it shall be
                           paid in the form of a lump sum as soon as
                           administratively feasible following the death of the
                           Participant, but in no event later than December 31
                           of the calendar year which contains the fifth
                           anniversary of the date of the Participant's death.

                  (g)      Optional Forms of Benefit: If a Participant retires
                           while an Employee with an entitlement to receive a
                           pension benefit from the Employer or an Affiliated
                           Employer, he or she may elect that his or her
                           Transferred Contributions Account be paid in either
                           of the following two optional forms of payment
                           instead of the lump sum:

                           (i)      Installment Options. Monthly, quarterly, or
                                    annual installments over a number of years
                                    up to the lesser of 20 or the Participant's
                                    life expectancy, determined on the date
                                    installments commence. The amount of the
                                    payments for the first calendar year shall
                                    be determined by dividing the value of such
                                    Account determined as of the accounting date
                                    following the Participant's termination
                                    date, by the number of remaining calendar
                                    years. For each subsequent calendar year,
                                    the amount of payments shall be determined
                                    at the beginning of each calendar year by
                                    dividing the value of the Account,
                                    determined as of the last day of the
                                    previous calendar year, by the number of
                                    remaining calendar years.

                           (ii)     Life Expectancy Payout Option: Monthly,
                                    quarterly, or annual installments payable
                                    over the Participant's life expectancy. The
                                    amount of the payment for each Plan year
                                    shall be determined at the beginning of each
                                    Plan Year by dividing the Account determined
                                    as of the last day of the previous Plan Year
                                    by the life expectancy of such Participant,
                                    which shall be recalculated annually as of
                                    the last day of each Plan Year.

                           Payments under these options are only available if
                           payments commence no later than that the date the
                           Participant attains age 65 or his or her retirement
                           date, if later.

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                           Once each year, a Participant who is receiving
                           payments in one of these forms shall be permitted to
                           elect to receive all or any portion of his or her
                           Transferred Contributions Account in the form of a
                           lump sum.

                           If the Participant dies prior to receiving all
                           payments under one of these options, the remaining
                           account balance shall be payable as a lump sum to his
                           or her Beneficiary, as soon as administratively
                           feasible following his or her death, but in no event
                           later than December 31 of the calendar year which
                           contains the fifth anniversary of the date of the
                           Participant's death.

         IN WITNESS WHEREOF, the Company has executed this instrument this
______ day of ___________ , 2002.

                                    STERLING CHEMICALS, INC.

                                    ____________________________________________
                                    David G. Elkins, President and Co-Chief
                                           Executive Officer

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