##### Table of Contents



As filed with the Securities and Exchange Commission on
    August 30, 2007
 Registration
    No. 333-
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC  20549
      Form S-4
 REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
 Sterling Chemicals,
    Inc.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

2860

72-0395707(State or Other Jurisdiction
    of
    Incorporation or Organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   333 Clay Street,
    Suite 3600
    Houston, Texas
    77002-4109(713) 650-3700(Address, including
    zip code, and telephone number including area
    code, of registrants principal executive
    offices)

Kenneth M. Hale
    Senior Vice President, General Counsel
    and Corporate Secretary
    333 Clay Street, Suite 3600
    Houston, Texas 77002-4109
    (713) 650-3700(Name, address,
    including zip code, and telephone number,
    including area code, of agent for
    service)       Copy to:
  J. Michael Chambers
 Akin Gump Strauss Hauer & Feld LLP
 1111 Louisiana,
    44th
    Floor
 Houston, Texas 77002-5200
 (713) 220-5800
      Approximate date of commencement of proposed sale of the
    securities to the public:
  o
  o
  o
      CALCULATION OF REGISTRATION FEE
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount


Offering


Aggregate


RegistrationSecurities to be Registered


to be
    Registered(1)


Price per
    Unit(1)


Offering
    Price(1)


Fee(1)101/4% Senior
    Secured Notes due 2015


$150,000,000


100%


$150,000,000


$4,605Guarantees of Senior Secured Notes
    due
    2015(2)











(3)  (1)
    
    Estimated solely for the purpose of
    calculating the registration fee pursuant to Rule 457(f)
    under the Securities Act of 1933.(2)
    
    Sterling Chemicals Energy, Inc., a
    wholly-owned subsidiary of Sterling Chemicals, Inc. has
    guaranteed the notes being registered hereby.(3)
    
    No separate consideration will be
    received for the Guarantees and, therefore, no additional
    registration fee is required.      The Registrants hereby amend this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrants shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a) of
    the Securities Act of 1933 or until the Registration Statement
    shall become effective on such date as the Securities and
    Exchange Commission, acting pursuant to said Section 8(a), may
    determine.
 TABLE OF ADDITIONAL REGISTRANT GUARANTOR
  State or OtherJurisdiction of


I.R.S. Employer


Primary StandardIncorporation or


Identification


IndustrialName

Organization


Number


Classification CodeSterling Chemicals Energy,
    Inc.


Delaware



76-0326761



325900     c/o Sterling (713) 650-3700.




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Information
in this prospectus is not complete and may be changed. A
registration statement relating to these securities has been
filed with the Securities and Exchange Commission. We may not
exchange these securities until the registration statement is
effective. This prospectus is not an offer to sell or a
solicitation of an offer to buy the securities in any state
where the offer or sale is not permitted.  SUBJECT TO COMPLETION, DATED
    AUGUST 30, 2007
  PROSPECTUS
 $150,000,000
  Sterling Chemicals,
    Inc.
 101/4% Senior
    Secured Notes due 2015
      1 4 1 4
  1 4
            Each broker-dealer that receives registered notes for its own
    account pursuant to the exchange offer must acknowledge that it
    will deliver a prospectus in connection with any resale of such
    registered notes. The letter of transmittal states that by so
    acknowledging and by delivering a prospectus, a broker-dealer
    will not be deemed to admit that it is an
    underwriter within the meaning of the Securities Act
    of 1933, as amended, or the Securities Act. This prospectus, as
    it may be amended or supplemented from time to time, may be used
    by a broker-dealer in connection with resales of registered
    notes received in exchange for unregistered notes where such
    unregistered notes were acquired by such broker-dealer as a
    result of market-making activities or other trading activities.
    We have agreed that, for such period of time as may be required
    under the Securities Act to permit resales of registered notes,
    we will make this prospectus available to any broker-dealer for
    use in connection with any such resale. See Plan of
    Distribution.
      Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of the notes
    or determined if this prospectus is truthful or complete. Any
    representation to the contrary is a criminal offense.
      See Risk Factors beginning on page 15 of
    this prospectus for a discussion of risks that you should
    consider before participating in this exchange offer.




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##### 



TABLE OF
    CONTENTS
  
  ABOUT THIS
    PROSPECTUS


iWHERE YOU CAN FIND
    MORE INFORMATION


iFORWARD-LOOKING
    STATEMENTS


iiINDUSTRY AND MARKET
    DATA


ivPRODUCTION
    CAPACITY


ivPROSPECTUS
    SUMMARY


1SUMMARY HISTORICAL
    CONSOLIDATED FINANCIAL DATA


13RISK
    FACTORS


15THE EXCHANGE
    OFFER


26USE OF
    PROCEEDS


37CAPITALIZATION


38SELECTED
    CONSOLIDATED FINANCIAL AND OPERATING DATA


39MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


41BUSINESS


57MANAGEMENT


69EXECUTIVE
    COMPENSATION


75SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


92CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS


95DESCRIPTION OF
    CERTAIN INDEBTEDNESS


97DESCRIPTION OF
    NOTES


98MATERIAL U.S.
    FEDERAL INCOME TAX CONSEQUENCES


151PLAN OF
    DISTRIBUTION


152LEGAL
    MATTERS


153EXPERTS


153AVAILABLE
    INFORMATION


153Opinion of Akin Gump Strauss Hauer & Feld LLPStatement of Computation of RatiosConsent of Deloitte & Touche LLPStatement of EligibilityLetter of TransmittalNotice of Guaranteed DeliveryNotice to InvestorsNotice to Broker-Dealers      ABOUT
    THIS PROSPECTUS
  Form S-4
      WHERE
    YOU CAN FIND MORE INFORMATION




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##### Table of Contents



1-800-SEC-0330 http://www.sec.gov. http://www.sterlingchemicals.com. Form 10-K, Form 10-Q, Form 8-K,
    
    FORWARD-LOOKING
    STATEMENTS
    
    the cyclicality of the petrochemicals industry;
    current and future industry conditions and their effect on our
    results of operations or financial position;
    the extent, timing and impact of expansions of production
    capacity of our products, by us or by our competitors;
    the potential effects of market and industry conditions and
    cyclicality on our competitiveness, business strategy, results
    of operations or financial position;
    the adequacy of our liquidity;
    our environmental management programs and safety initiatives;
    our market sensitive financial instruments;
    future uses of, and requirements for, financial resources; ii




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
    future contractual obligations;
    future amendments, renewals or terminations of existing
    contractual relationships;
    business strategies;
    growth opportunities;
    competitive position;
    expected financial position;
    future cash flows or dividends;
    budgets for capital and other expenditures;
    plans and objectives of management;
    outcomes of legal proceedings;
    compliance with applicable laws;
    our reliance on marketing partners;
    adequacy of insurance coverage or indemnification rights;
    the timing and extent of changes in commodity prices for our
    products or raw materials;
    petrochemicals industry production capacity or operating rates;
    increases in the cost of, or our ability to obtain, raw
    materials or energy;
    regulatory initiatives and compliance with governmental laws or
    regulations, including environmental laws or regulations;
    customer preferences;
    our ability to attract or retain high quality employees;
    operating hazards attendant to the petrochemicals industry;
    casualty losses, including those resulting from weather related
    events;
    changes in foreign, political, social or economic conditions;
    risks of war, military operations, other armed hostilities,
    terrorist acts or embargoes;
    changes in technology, which could require significant capital
    expenditures in order to maintain competitiveness or could cause
    existing manufacturing processes to become obsolete;
    cost, availability or adequacy of insurance; and
    various other matters, many of which are beyond our control.     iii




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NOTICE TO
    NEW HAMPSHIRE RESIDENTS
  NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
    APPLICATION FOR A LICENSE HAS BEEN FILED UNDER
    CHAPTER 421-B
    OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW
    HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED
    OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
    CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE
    THAT ANY DOCUMENT FILED UNDER
    RSA 421-B
    IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
    THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
    SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS
    PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
    RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
    TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
    PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
    INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
    INDUSTRY
    AND MARKET DATA
      PRODUCTION
    CAPACITY
      iv




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PROSPECTUS SUMMARY
  This summary is not complete and does not contain all of the
    information that you should consider before investing in our
    notes. You should read the entire prospectus carefully,
    including Risk Factors and our consolidated
    financial statements and the related notes and other financial
    information appearing elsewhere in this prospectus before you
    decide to invest in our notes. Generally, references to
    Sterling Chemicals, we, us
    and our mean Sterling Chemicals, Inc. and its
    consolidated subsidiaries. In addition, in this prospectus our
    fiscal years ended December 31, 2004, December 31,
    2005, and December 31, 2006 are referred to as 2004, 2005
    and 2006, respectively.
  The
    Company
            on-site
 1




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##### Table of Contents



Current
    Industry Conditions
  Acetic Acid.
      Styrene.
 2




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##### Table of Contents



Competitive
    Strengths
  World Class Acetic Acid Facility.
  Well-Positioned for Further Growth.
  Highly Contracted Sources of Cash Flows for Our Acetic Acid
    and Plasticizers Products.
 3




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##### Table of Contents



Well-Invested Production Assets.
  Attractive Logistics Assets and
    Infrastructure. on-site
  Leading Market Positions.
  Experienced Management Team.
  Business
    Strategy
  Grow Our Business.
 4




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##### Table of Contents



on-site
 5




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Improve Organization Efficiency and Cost
    Structure.
  Principal
    Executive Offices
  77002-4109 (713) 650-3700.
 6




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##### Table of Contents



THE
    EXCHANGE OFFER
  You are entitled to exchange in the exchange offer your
    outstanding unregistered notes for registered notes with
    substantially identical terms. The summary below describes the
    principal terms of the exchange offer. Certain of the terms and
    conditions described below are subject to important limitations
    and exceptions. You should read the discussion under the heading
    Description of Notes for further information
    regarding the registered notes.
  The Exchange Offer
    
    We are offering to exchange up to $150,000,000 aggregate
    principal amount of our registered
    101/4% Senior
    Secured Notes due 2015, for a like principal amount of our
    unregistered
    101/4% Senior
    Secured Notes due 2015, which were issued on March 29, 2007.Registration Rights
    
    Under the registration rights agreement executed as part of the
    offering of the unregistered notes, we agreed to use our
    commercially reasonable efforts to: file a registration statement within 180 days
    after the issue date of the unregistered notes, or by
    September 25, 2007, enabling holders of unregistered notes
    to exchange the unregistered notes for registered notes with
    substantially identical terms; cause the registration statement to become effective
    within 270 days after the issue date of the unregistered
    notes, or by December 24, 2007, and to complete the
    exchange offer within 50 days after the effective date of
    our registration statement; and file a shelf registration statement for the resale
    of the notes if we cannot effect an exchange offer within the
    time periods listed above and in other circumstances.The interest rate on the unregistered notes will increase if we
    do not comply with our obligations under the registration rights
    agreement.Resales
    
    Based on an interpretation by the staff of the SEC set forth in
    no-action letters issued to third parties, we believe that the
    registered notes issued pursuant to the exchange offer in
    exchange for unregistered notes may be offered for resale,
    resold and otherwise transferred by you (unless you are our
    affiliate within the meaning of Rule 405 of the
    Securities Act) without compliance with the registration and
    prospectus delivery provisions of the Securities Act, provided
    that you: are acquiring the registered notes in the ordinary
    course of business; and have not engaged in, do not intend to engage in and
    have no arrangement or understanding with any person or entity,
    including any of our affiliates, to participate in, a
    distribution of the registered notes.In addition, each participating broker-dealer that receives
    registered notes for its own account pursuant to the exchange
    offer in exchange for unregistered notes that were acquired as a
    result of market-making or other trading activity must also
    acknowledge that it will deliver a prospectus in connection with
    any resale of the exchange notes. For more information, see
    Plan of Distribution.Any holder of unregistered notes, including any broker-dealer,
    who is our affiliate,
 7




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 does not acquire the registered notes in the
    ordinary course of its business, or tenders in the exchange offer with the intention to
    participate, or for the purpose of participating, in a
    distribution of registered notes,cannot rely on the position of the staff of the SEC expressed in
    Exxon Capital Holdings Corporation, Morgan Stanley &
    Co., Incorporated or similar no-action letters and, in the
    absence of an exemption, must comply with the registration and
    prospectus delivery requirements of the Securities Act in
    connection with the resale of the registered notes.Expiration Time
    
    The exchange offer will expire at 5:00 p.m., New York City
    time,
    on          ,
    2007, unless we extend the exchange offer in our sole
    discretion, in which case the term expiration time
    means the latest date and time to which the exchange offer is
    extended. We do not currently intend to extend the expiration
    date.Conditions to the Exchange Offer
    
    The exchange offer is subject to customary conditions, some of
    which we may waive. For more information, see The Exchange
    Offer  Certain Conditions to the Exchange Offer.Procedures for Tendering Unregistered Notes
    
    If you wish to exchange your unregistered notes in the exchange
    offer, you must complete, sign and date the accompanying letter
    of transmittal, or a copy of the letter of transmittal,
    according to the instructions contained in this prospectus and
    the letter of transmittal. You must also mail or otherwise
    deliver the letter of transmittal, or the copy, together with
    the unregistered notes and any other required documents, to the
    exchange agent at the address set forth on the cover of the
    letter of transmittal. If you hold unregistered notes through
    The Depository Trust Company, or DTC, and wish to
    participate in the exchange offer, you must comply with the
    Automated Tender Offer Program procedures of DTC, by which you
    will agree to be bound by the letter of transmittal.By signing or agreeing to be bound by the letter of transmittal,
    you will represent to us that, among other things: any registered notes that you receive will be
    acquired in the ordinary course of your business; you have no arrangement or understanding with any
    person or entity, including any of our affiliates, to
    participate in the distribution of the registered notes; you are not our affiliate as defined in
    Rule 405 of the Securities Act, or, if you are an
    affiliate, you will comply with any applicable registration and
    prospectus delivery requirements of the Securities Act; and if you are a broker-dealer that will receive
    registered notes for your own account in exchange for
    unregistered notes that were acquired as a result of
    market-making activities, you will deliver a prospectus, as
    required by law, in connection with any resale of the registered
    notes.
 8




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##### Table of Contents



Withdrawal of Tenders
    
    A tender of unregistered notes pursuant to this exchange offer
    may be withdrawn at any time prior to the expiration date. Any
    unregistered notes not accepted for exchange for any reason will
    be returned without expense to the tendering holder promptly
    after the expiration or termination of this exchange offer.Guaranteed Delivery Procedures
    
    If you wish to tender your unregistered notes and your
    unregistered notes are not immediately available or you cannot
    deliver your unregistered notes, the letter of transmittal or
    any other documents required by the letter of transmittal or
    comply with the applicable procedures under DTCs Automated
    Tender Offer Program prior to the expiration date, you must
    tender your unregistered notes according to the guaranteed
    delivery procedures set forth in this prospectus under The
    Exchange Offer  Guaranteed Delivery.Delivery of the Registered Notes
    
    The registered notes issued pursuant to this exchange offer will
    be delivered to holders who tender unregistered notes promptly
    following the expiration time.Effect on Holders of Unregistered Notes
    
    As a result of the making of, and upon acceptance for exchange
    of all validly tendered unregistered notes pursuant to the terms
    of the exchange offer, we will have fulfilled a covenant
    contained in the registration rights agreement and, accordingly,
    we will not be obligated to pay additional interest as described
    in the registration rights agreement. If you are a holder of
    unregistered notes and do not tender your unregistered notes in
    the exchange offer, you will continue to hold such unregistered
    notes and you will be entitled to all the rights and limitations
    applicable to the unregistered notes in the indenture, except
    for any rights under the registration rights agreement that by
    their terms terminate upon the consummation of the exchange
    offer.Consequences of Failure to Exchange
    
    All untendered unregistered notes will continue to be subject to
    the restrictions on transfer provided for in the unregistered
    notes and in the indenture. In general, the unregistered notes
    may not be offered or sold unless registered under the
    Securities Act, except pursuant to an exemption from, or in a
    transaction not subject to, the Securities Act and applicable
    state securities laws. Other than in connection with this
    exchange offer, we do not anticipate that we will register the
    unregistered notes under the Securities Act.Material United States Federal Income Tax Consequences
    
    The exchange of unregistered notes for registered notes in the
    exchange offer should not be a taxable event for U.S. federal
    income tax purposes. For more information, see Material
    U.S. Federal Income Tax Consequences.Use of Proceeds
    
    We will not receive any cash proceeds from the issuance of the
    registered notes.Exchange Agent
    
    U. S. Bank National Association is the exchange agent for this
    exchange offer. The address and telephone number of the exchange
    agent are set forth in the section captioned The Exchange
    Offer  Exchange Agent.
 9




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THE
    REGISTERED NOTES
  The summary below describes the principal terms of the
    registered notes. Some of the terms and conditions described
    below are subject to important limitations and exceptions. The
    Description of Notes section of this prospectus
    contains a more detailed description of the terms and conditions
    of the registered notes.
  Issuer
    
    Sterling Chemicals, Inc.Securities Offered
    
    $150.0 million aggregate principal amount of
    101/4% senior
    secured notes.Maturity Date
    
    April 1, 2015.Interest
    
    We will pay interest in cash on the principal amount of the
    registered notes at an annual rate of
    101/4%.
    Interest will be payable in cash semi-annually in arrears on
    April 1 and October 1 of each year, beginning October 1,
    2007.Guarantees
    
    The registered notes will be unconditionally guaranteed by all
    of our current and future domestic restricted subsidiaries on a
    senior secured basis.Collateral
    
    The registered notes and the guarantees will be secured, subject
    to specified permitted liens, by a first priority lien on
    substantially all of our and the guarantors fixed assets
    and certain related assets, including, without limitation, all
    property, plant and equipment. The first priority lien will not
    extend to assets securing our revolving credit facility. The
    registered notes and the guarantees will be secured, subject to
    specified permitted liens, by a second priority lien on our and
    the guarantors other assets including, without limitation,
    accounts receivable, inventory, capital stock of our and their
    respective direct subsidiaries, certain intellectual property,
    deposit accounts and investment property securing on a first
    priority basis the obligations under our revolving credit
    facility. Consequently, the registered notes and the guarantees
    will be effectively subordinated to the revolving credit
    facility to the extent of the value of the assets securing our
    revolving credit facility. See Description of
    Notes  Collateral.Ranking
    
    The registered notes will be: senior secured obligations of the Issuer; equal in right of payment with all existing and
    future senior indebtedness of the Issuer; effectively senior to all existing and future senior
    unsecured indebtedness of the Issuer to the extent of the value
    of the assets securing the registered notes; and senior in right of payment to all existing and
    future subordinated indebtedness of the Issuer.The guarantees of each guarantor will be: senior secured obligations of that guarantor; equal in right of payment with all of that
    guarantors existing and future senior indebtedness,
    including guarantees;
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 effectively senior to all of that guarantors
    existing and future senior unsecured indebtedness to the extent
    of the value of the assets securing the registered notes; and senior in right of payment to all of that
    guarantors existing and future subordinated indebtedness.As of June 30, 2007, we and the guarantors would have had
    $150 million of senior indebtedness, all of which would
    have represented outstanding principal and the guarantors
    guarantees, respectively, under the unregistered notes. The
    indenture governing the registered notes permits us, subject to
    specified limitations, to incur additional debt, some or all of
    which may be senior indebtedness.Optional Redemption
    
    We may redeem some or all of the senior secured notes at any
    time prior to April 1, 2011 at the make-whole redemption
    price set forth in Description of Notes. We may
    redeem the senior secured notes, in whole or in part, at any
    time on and after April 1, 2011 at the redemption prices
    described in the section Description of Notes 
    Optional Redemption  Optional Redemption on or after
    April 1, 2011, plus accrued and unpaid interest to
    the date of redemption.In addition, prior to April 1, 2010, we may redeem up to
    35% of our senior secured notes with the net cash proceeds from
    specified equity offerings at a redemption price equal to
    110.25% of the aggregate principal amount, plus accrued and
    unpaid interest to the date of redemption, so long as at least
    65% of the aggregate principal amount of the senior secured
    notes issued under the indenture remain outstanding immediately
    after the redemption. See Description of Notes 
    Optional Redemption  Optional Redemption Upon
    Equity Offerings.Change of Control Offer
    
    If we undergo a change of control, we must offer to repurchase
    the senior secured notes at a purchase price equal to 101% of
    the aggregate principal amount, plus accrued and unpaid interest
    to the date of repurchase. See Description of
    Notes  Repurchase upon Change of Control.Asset Sale or Event of Loss Offer
    
    If we engage in certain sales or suffer a loss of material
    plant, property or equipment that constitutes collateral
    securing the senior secured notes and related guarantees, we
    generally must invest the net cash proceeds from such sales and
    losses in our business within 360 days or make an offer to
    repurchase a principal amount of senior secured notes equal to
    the net cash proceeds, in which case the purchase price of the
    senior secured notes will be 100% of their aggregate principal
    amount, plus accrued and unpaid interest to the date of such
    repurchase. See Description of Notes  Certain
    Covenants  Asset Sales and Description of
    Notes  Event of Loss.Certain Indenture Covenants
    
    The registered notes will be issued under the same indenture
    that governs our unregistered notes, which agreement restricts
    our and our restricted subsidiaries ability to, among
    other things: pay dividends, redeem stock, prepay subordinated
    indebtedness or make other restricted payments; incur indebtedness or issue disqualified capital
    stock;
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 make certain investments; create liens on assets; restrict dividend payments or other payments from
    subsidiaries to us; consolidate or merge; sell or otherwise transfer or dispose of assets,
    including equity interests of restricted subsidiaries; enter into transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; use the proceeds of permitted sales of assets; and change our line of business.These covenants are subject to a number of important exceptions.
    For more details, see Description of Notes 
    Certain Covenants.
 12




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SUMMARY
    HISTORICAL CONSOLIDATED FINANCIAL DATA
      Six Months EndedYear Ended December 31,


June 30,2004


2005


2006


2006


2007(Dollars in thousands)Statement of Operations
    Data:Revenues

$
655,353


$
641,886


$
667,544


$
287,056


$
450,604Cost of goods sold


633,009



653,134



654,718



293,426



430,961Gross profit (loss)


22,344



(11,248
)


12,826



(6,370
)


19,643Selling, general and
    administrative expenses


11,413



7,811



9,968



3,780



7,395Impairment of long-lived assets


48,463







127,653







Gain on pension curtailment


(12,944
)














Gain on sale of methanol plant


(2,396
)














Other expense (income)










(15,724
)


(3,724
)


839Interest and debt related
    expenses, net of interest income


10,427



10,090



10,079



4,903



7,745Income (loss) from continuing
    operations before income tax

$
(32,619
)

$
(29,149
)

$
(119,150
)

$
(11,329
)

$
3,664Provision (benefit) for income
    taxes


7,262



(10,641
)


(14,488
)


(4,332
)


Income (loss) from continuing
    operations

$
(39,881
)

$
(18,508
)

$
(104,662
)

$
(6,997
)

$
3,664Loss from discontinued operations,
    net of tax


(22,763
)


(11,060
)


(997
)


(1,751
)


(1,441
)Net income (loss)

$
(62,644
)

$
(29,568
)

$
(105,659
)

$
(8,748
)

$
2,223Other Financial Data:Depreciation and amortization


28,693



33,342



30,476



16,255



5,490Capital expenditures


14,771



9,460



11,547



8,093



4,350Ratio of earnings to fixed
    charges(1)


















1.4     (1)
    
    Additional pre-tax earnings needed
    to achieve a 1:1 ratio for the years ended December 31,
    2004, 2005 and 2006 and for the six months ended June 30,
    2006 were $33.6 million, $30.2 million,
    $120.1 million and $11.6 million, respectively.
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As of June 30,2007Summary Balance Sheet
    Data:Cash and cash equivalents

$
57,142Accounts receivable, net


92,667Inventories, net


41,401Property, plant and equipment, net


82,883Total assets


294,958Total liabilities


256,193Redeemable preferred stock


61,118Stockholders equity
    (deficiency in assets)


(22,353
)
 14




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##### Table of Contents



RISK
    FACTORS
  An investment in the notes involves certain risks. You should
    consider carefully these risks together with all of the other
    information included in this prospectus before deciding whether
    this investment is suitable for you.
  Risks
    Related to Our Business
  Cyclicality
    in the styrene markets has in the past and may in the future
    result in reduced operating margins or operating
    losses.
    Certain
    of our products are sold to only one customer.
    A
    large portion of our styrene capacity is sold in the spot
    markets, rather than pursuant to long-term contracts, which may
    result in lower profitability during periods of excess domestic
    or global supply.
    We may
    not be able to increase the price of our products to compensate
    for increases in natural gas prices which may, in turn, decrease
    the competitiveness of our products in certain
    markets.
   15




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##### Table of Contents



We may
    be unable to obtain raw materials at reasonable prices, on
    acceptable terms or at all.
      We may
    be unable to compete successfully with integrated and larger
    competitors.
   16




---



##### Table of Contents



Our
    industry is highly competitive and our results are significantly
    impacted by manufacturing costs.
    The
    worsening of conditions in the styrene industry could cause us
    to generate losses significant enough to warrant a shut down of
    our styrene plant.
    Our
    ability to realize increases in our acetic acid production
    capacity made possible through capacity expansions is limited by
    our current inability to obtain sufficient quantities of carbon
    monoxide.
    The
    styrene industry has experienced several years of depressed
    conditions and some of our current or potential styrene
    customers may be in troubled financial condition.
  case-by-case cash-on-delivery
 17




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##### Table of Contents



Our
    styrene technology is widely available and could become
    obsolete.
    We
    sell a significant portion of styrene to international
    customers. Reliance on overseas markets subjects us to
    significant risks inherent in operating
    internationally.
    
    political and economic instability and disruptions;
    the inability to collect amounts owed;
    the inability to secure adequate shipping space for our products
    at acceptable prices, which could adversely affect our
    competitiveness relative to producers located in close proximity
    to our foreign customers;
    terrorism, civil uprisings, riots and war, which can make it
    unsafe to continue operations;
    the imposition of duties and tariffs, import and export controls;
    decrees, laws, regulations, interpretations and court decisions
    under legal systems, such as in the Peoples Republic of
    China, which are not always fully developed and which may be
    retroactively applied and cause us to incur unanticipated or
    unrecoverable costs, as well as delays which may result in real
    or opportunity costs; and
    transportation delays and interruptions.      We
    depend upon the continued operation of a single site for all of
    our production.
   18




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##### Table of Contents



Our
    operations involve risks that may increase our operating costs,
    which could reduce our profitability.
    
    pipeline or storage tank leaks and ruptures, explosions and
    fires;
    severe weather and natural disasters;
    mechanical failures, unscheduled downtimes, labor difficulties
    and transportation interruptions;
    environmental remediation complications; and
    chemical spills and discharges or releases of toxic or hazardous
    substances or gases.    Our
    operations are subject to operating hazards and unforeseen
    interruptions for which we may not be adequately
    insured.
      Terrorist
    attacks, the current military action in Iraq, general
    instability in various OPEC member nations and other attacks or
    acts of war in the United States and abroad may adversely affect
    the markets in which we operate.
   19




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##### Table of Contents



New
    regulations concerning the transportation of hazardous chemicals
    and the security of chemical manufacturing facilities could
    result in higher operating costs.
    We are
    subject to many environmental and safety regulations that may
    result in significant unanticipated costs or liabilities or
    cause interruptions in our operations.
      Approximately
    36% of our employees are covered by a collective bargaining
    agreement that expires on May 1, 2012. Disputes with the
    union representing these employees or other labor relations
    issues may negatively affect our business.
   20




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##### Table of Contents



A
    failure to retain our key employees could adversely affect our
    business.
    Transactions
    consummated pursuant to our plan of reorganization could result
    in the imposition of material tax liabilities.
    We may
    not successfully implement our acquisition strategy, and
    acquisitions that we pursue may present unforeseen integration
    obstacles or costs, increase our leverage or negatively impact
    our performance.
    
    potential disruption of our ongoing business and distraction of
    management;
    unexpected loss of key employees or customers of an acquired
    business;
    conforming an acquired business standards, processes,
    procedures or controls with our operations;
    coordinating new product and process development;
    hiring additional management or other critical personnel;
    encountering unknown contingent liabilities which could be
    material; and
    increasing the scope, geographic diversity and complexity of our
    operations.   21




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##### Table of Contents



Risks
    Relating to the Notes
  Our
    leverage and debt service obligations may adversely affect our
    cash flow and our ability to make payments on the
    notes.
    
    require us to dedicate a substantial portion of our cash flow
    from operations to service our existing debt service
    obligations, thereby reducing the availability of our cash flow
    to fund working capital, capital expenditures and other general
    corporate expenditures;
    increase our vulnerability to adverse general economic or
    industry conditions and limit our flexibility in planning for,
    or reacting to, competition or changes in our business or our
    industry;
    limit our ability to obtain additional financing;
    place restrictions on our ability to make certain payments or
    investments, sell assets, make strategic acquisitions, engage in
    mergers or other fundamental changes and exploit business
    opportunities; and
    place us at a competitive disadvantage relative to competitors
    with lower levels of indebtedness in relation to their overall
    size or less restrictive terms governing their indebtedness.    Any
    failure to meet our debt obligations could harm our business,
    financial condition, results of operations or cash
    flows.
    There
    may not be sufficient collateral to pay all or any of the
    notes.
     22




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##### Table of Contents



The
    security documents allow us to remain in possession of the
    collateral.
    In the
    event of a bankruptcy, the ability of the noteholders to realize
    upon the collateral will be subject to certain bankruptcy law
    limitations.
   23




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##### Table of Contents



The
    intercreditor agreement limits the ability of the noteholders to
    realize upon the collateral.
      Rights
    of noteholders in the collateral may be adversely affected by
    the failure to perfect security interests in certain collateral
    existing or acquired in the future.
      Federal
    and state statutes allow courts, under specific circumstances,
    to void guarantees and require noteholders to return payments
    received from guarantors.
    
    received less than reasonably equivalent value or fair
    consideration for the incurrence of such guarantee;
    was insolvent or rendered insolvent by reason of such incurrence;
    was engaged in a business or transaction for which the
    guarantors remaining assets constituted unreasonably small
    capital; or
    intended to incur, or believed that it would incur, debts beyond
    its ability to pay such debts as they mature. 24




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##### Table of Contents




    the sum of its debts, including contingent liabilities, was
    greater than the fair saleable value of all of its assets;
    if the present fair saleable value of its assets was less than
    the amount that would be required to pay its probable liability
    on its existing debts, including contingent liabilities, as they
    become absolute and mature; or
    it could not pay its debts as they become due.    We may
    not have the ability to raise the funds necessary to finance any
    change of control offer required by the indenture.
   25




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##### Table of Contents



THE
    EXCHANGE OFFER
  Purpose
    and Effect of the Exchange Offer
      
    because of any change in law or in applicable interpretations of
    the staff of the SEC, the issuer is not permitted to effect an
    exchange offer;
    for any other reason the registration statement of which this
    prospectus is a part is not declared effective by
    December 24, 2007, or the exchange offer is not consummated
    within 50 days following the initial effectiveness of the
    registration statement of which this prospectus is a part;
    in certain circumstances, certain holders of unregistered notes
    so request; or
    in the case of any holder that participates in the exchange
    offer, such holder does not receive registered notes on the date
    of the exchange that may be sold without restriction under state
    and federal securities laws (other than due solely to the status
    of such holder as our affiliate or within the meaning of the
    Securities Act),      
    that any registered notes to be received by it will be acquired
    in the ordinary course of its business;
    that at the time of the commencement of the exchange offer it
    has no arrangement or understanding with any person to
    participate in the distribution (within the meaning of
    Securities Act) of the registered notes in violation of the
    Securities Act;
    that it is not our affiliate (as defined in
    Rule 405 promulgated under the Securities Act), or, if it
    is an affiliate, that it will comply with any applicable
    registration and prospectus delivery requirements of the
    Securities Act;
    if such holder is not a broker-dealer, that it is not engaged
    in, and does not intend to engage in, the distribution of
    registered notes; and
    if such holder is a broker-dealer that will receive registered
    notes for its own account in exchange for notes that were
    acquired as a result of market-making or other trading
    activities, that it will deliver a prospectus in connection with
    any resale of such registered notes.   26




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##### Table of Contents



90-day
  90-day
  12-month 90-day
  provided however
 27




---



##### Table of Contents



Resale of
    Registered Notes
    
    such holder is not an affiliate of ours within the
    meaning of Rule 405 under the Securities Act;
    such registered notes are acquired in the ordinary course of the
    holders business; and
    the holder does not intend to participate in the distribution of
    such registered notes.    
    cannot rely on the position of the staff of the SEC set forth in
    Exxon Capital Holdings Corporation or similar
    interpretive letters: and
    must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with a
    secondary resale transaction.  Regulation S-K
    Terms of
    the Exchange Offer
         28




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##### Table of Contents



Expiration
    Date; Extensions; Amendments
        
    to delay accepting for exchange any unregistered notes before
    expiration or termination of the exchange offer, including any
    extensions;
    to extend the exchange offer or to terminate the exchange offer
    and to refuse to accept unregistered notes not previously
    accepted if any of the conditions set forth below under
     Certain Conditions to the Exchange Offer
    have not been satisfied, by giving oral or written notice of
    such delay, extension or termination to the exchange
    agent; or
    subject to the terms of the registration rights agreement, to
    amend the terms of the exchange offer in any manner.   29




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##### Table of Contents



Form 8-K
  Certain
    Conditions to the Exchange Offer
    
    the exchange offer, or the making of any exchange by a holder of
    unregistered notes, would violate applicable law or any
    applicable interpretation of the staff of the SEC;
    any action or proceeding is instituted or threatened in any
    court or by or before any governmental agency with respect to
    the exchange offer which, in our sole judgment, might materially
    impair our ability to proceed with the exchange offer;
    any material adverse development has occurred in any existing
    action or proceeding with respect to us; or
    any governmental approval has not been obtained, which approval
    we, in our sole discretion, deem necessary for the consummation
    of the exchange offer as contemplated by this prospectus.    
    the representations described under  Purpose
    and Effect of the Exchange Offer,
     Procedures for Tendering and Plan
    of Distribution; and
    such other representations as may be reasonably necessary under
    applicable SEC rules, regulations or interpretations to make
    available to us an appropriate form for registration of the
    registered notes under the Securities Act.       30




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##### Table of Contents



Procedures
    for Tendering
    
    complete, sign and date the letter of transmittal, or a
    facsimile of the letter of transmittal, have the signature on
    the letter of transmittal guaranteed if the letter of
    transmittal so requires and mail or deliver such letter of
    transmittal or facsimile to the exchange agent prior to the
    expiration date; or
    comply with DTCs Automated Tender Offer Program procedures
    described below.    
    the exchange agent must receive unregistered notes along with
    the letter of transmittal;
    the exchange agent must receive, prior to the expiration date, a
    timely confirmation of book-entry transfer of such unregistered
    notes into the exchange agents account at DTC according to
    the procedures for book-entry transfer described below or a
    properly transmitted agents message; or
    the holder must comply with the guaranteed delivery procedures
    described below.          
    make appropriate arrangements to register ownership of the
    unregistered notes in such owners name; or
    obtain a properly completed bond power from the registered
    holder of unregistered notes.     31




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##### Table of Contents



Rule 17Ad-15
  
    by a registered holder who has not completed the box entitled
    Special Issuance Instructions or Special
    Delivery Instructions on the letter of transmittal; or
    for the account of an eligible institution.        
    DTC has received an express acknowledgment from a participant in
    its Automated Tender Offer Program that is tendering
    unregistered notes that are the subject of such book-entry
    confirmation;
    such participant has received and agrees to be bound by the
    terms of the letter of transmittal (or, in the case of an
    agents message relating to guaranteed delivery, that such
    participant has received and agrees to be bound by the
    applicable notice of guaranteed delivery); and
    the agreement may be enforced against such participant.      
    unregistered notes or a timely book-entry confirmation of such
    unregistered notes into the exchange agents account at
    DTC; and
    a properly completed and duly executed letter of transmittal and
    all other required documents or a properly transmitted
    agents message. 32




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##### Table of Contents




    that any registered notes to be received by it will be acquired
    in the ordinary course of its business;
    that at the time of the commencement of the exchange offer it
    has no arrangement or understanding with any person to
    participate in the distribution (within the meaning of
    Securities Act) of the registered notes in violation of the
    Securities Act;
    that it is not our affiliate (as defined in
    Rule 405 promulgated under the Securities Act), or, if it
    is an affiliate, that it will comply with any applicable
    registration and prospectus delivery requirements of the
    Securities Act;
    if such holder is not a broker-dealer, that it is not engaged
    in, and does not intend to engage in, the distribution of
    registered notes; and
    if such holder is a broker-dealer that will receive registered
    notes for its own account in exchange for notes that were
    acquired as a result of market-making or other trading
    activities, that it will deliver a prospectus in connection with
    any resale of such registered notes.    Book-Entry
    Transfer
    Guaranteed
    Delivery Procedures
    
    the tender is made through an eligible institution;
    prior to the expiration date, the exchange agent receives from
    such eligible institution either a properly completed and duly
    executed notice of guaranteed delivery by facsimile
    transmission, mail or hand delivery or a properly transmitted
    agents message and notice of guaranteed delivery:  
    stating that the tender is being made thereby;
    guaranteeing that, within three New York Stock Exchange trading
    days after the expiration date, the letter of transmittal or
    facsimile thereof together with the unregistered notes or a
    book-entry confirmation, and any other documents required by the
    letter of transmittal will be deposited by the eligible
    institution with the exchange agent; and
    setting forth the name and address of the holder, the registered
    number(s) of such unregistered notes and the principal amount of
    unregistered notes tendered; and 33




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##### Table of Contents




    the exchange agent receives such properly completed and executed
    letter of transmittal or facsimile thereof, as well as all
    tendered unregistered notes in proper form for transfer or a
    book-entry confirmation, and all other documents required by the
    letter of transmittal, within three New York Stock Exchange
    trading days after the expiration date.    Withdrawal
    of Tenders
      
    the exchange agent must receive a written notice of withdrawal,
    which notice may be by facsimile transmission or letter, at one
    of the addresses set forth below under
     Exchange Agent; or
    holders must comply with the appropriate procedures of
    DTCs Automated Tender Offer Program system.    
    specify the name of the person who tendered the unregistered
    notes to be withdrawn;
    identify the unregistered notes to be withdrawn, including the
    principal amount of such unregistered notes; and
    where certificates for unregistered notes have been transmitted,
    specify the name in which such unregistered notes were
    registered, if different from that of the withdrawing holder.    
    the serial numbers of the particular certificates to be
    withdrawn; and
    a signed notice of withdrawal with signatures guaranteed by an
    eligible institution unless such holder is an eligible
    institution.   34




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##### Table of Contents



Exchange
    Agent
    Attention: Specialized Finance
    Fees and
    Expenses
        
    SEC registration fees;
    fees and expenses of the exchange agent and trustee;
    accounting and legal fees and printing costs; and
    related fees and expenses.  Transfer
    Taxes
    
    certificates representing unregistered notes for principal
    amounts not tendered or accepted for exchange are to be
    delivered to, or are to be issued in the name of, any person
    other than the registered holder of unregistered notes tendered;
    tendered unregistered notes are registered in the name of any
    person other than the person signing the letter of
    transmittal; or
    a transfer tax is imposed for any reason other than the exchange
    of unregistered notes under the exchange offer.     35




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Consequences
    of Failure to Exchange
    
    as set forth in the legend printed on the unregistered notes as
    a consequence of the issuance of the unregistered notes pursuant
    to the exemptions from, or in transactions not subject to, the
    registration requirements of the Securities Act and applicable
    state securities laws; and
    otherwise as set forth in the offering circular distributed in
    connection with the private offering of the unregistered notes.      
    cannot rely on the applicable interpretations of the
    SEC; and
    must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with a
    secondary resale transaction.    Accounting
    Treatment
    Other
     36




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##### Table of Contents



USE
    OF PROCEEDS
        Sources of Funds




Uses of FundsUnregistered notes offered

$
150,000


2007 secured
    notes(1)

$
103,961General corporate purposes


38,207Fees and expenses


7,832Total sources of
    funds

$
150,000


Total uses of
    funds

$
150,000     (1)
    
    Includes the repurchase and
    redemption of all of our 2007 secured notes at par plus accrued
    interest thereon. 37




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##### Table of Contents



CAPITALIZATION
    At June 30, 2007(Dollars in thousands)Cash and cash equivalents

$
57,142Long-term debt, including current
    maturities:Revolving credit facility


Senior secured notes due 2015


150,000Total long-term debt


150,000Redeemable preferred stock


61,118Stockholders equity
    (deficiency in assets)


(22,353
)Total capitalization

$
188,765  38




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##### Table of Contents



SELECTED
    CONSOLIDATED FINANCIAL AND OPERATING DATA      90-7,
  Reorganized Sterling


Predecessor SterlingSix Months


Six Months


Year Ended


Year Ended


Year Ended


Year Ended


December 20 to


October 1 to


Fiscal Year EndedEnded June 30,


Ended June 30,


December 31,


December 31,


December 31,


December 31,


December 31,


December 19,


September 30,2007


2006


2006


2005


2004


2003


2002


2002


2002Operating Data:Revenues

$
450,604


$
287,056


$
667,544


$
641,886


$
655,353


$
518,772


$
12,211


$
98,575


$
375,095Gross profit (loss)


19,643



(6,370
)


12,826



(11,248
)


22,344



23,790



1,494



6,471



47,530Income (loss) from continuing
    operations(1)


3,664



(6,997
)


(104,622
)


(18,508
)


(39,881
)


1,270



(553
)


230,145



(32,685
)Income (loss) from discontinued
    operations(2)


1,441



(1,751
)


(997
)


(11,060
)


(22,763
)


(15,469
)


(991
)


188,466



(3,301
)Per Share Data:Net income (loss) attributable to
    common stockholders

$
(0.84
)

$
(4.49
)

$
(40.26
)

$
(12.94
)

$
(24.30
)

$
(6.84
)

$
(0.61
)

$



$
Net income (loss) from continuing
    operations attributable to common stockholders


(0.33
)


(3.87
)


(39.91
)


(9.03
)


(16.24
)


(1.36
)


(0.26
)






Cash dividends


































Ratio of earnings to fixed
    charges(3)


1.4



















1.1







19.9



0.3   39




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##### Table of Contents



Reorganized SterlingJune 30,


December 31,


December 31,


December 31,


December 31,


December 31,2007


2006


2005


2004


2003


2002Balance Sheet Data:Working
    capital(4)

$
129,541


$
90,124


$
76,605


$
106,767


$
137,412


$
149,518Total assets


294,958



245,823



386,594



473,553



550,503



547,170Long-term debt (excluding current
    portion of long-term debt)


150,000



100,579



100,579



100,579



100,579



94,275Stockholders equity
    (deficiency in
    assets)(5)


(22,353
)


(22,766
)


80,285



120,083



189,436



209,011     (1)
    
    During the fourth quarter of 2006,
    we recorded a $127.7 million impairment charge to our
    styrene assets. There was a deferred tax benefit of
    $45 million in connection with this impairment, which was
    offset by deferred tax expense of $28 million in connection
    with the recording of a valuation allowance against our deferred
    tax assets. During 2004, we recorded a $48.5 million
    goodwill impairment charge. Also during 2004, we recorded a
    pension curtailment gain of $13 million. The period from
    October 1, 2002 through December 19, 2002 includes a
    net loss on fresh-start adjustments of $203 million, along
    with a net gain on debt restructuring of $458 million.
    During fiscal year ended September 30, 2002, we recorded
    $56.8 million of deferred tax expense to reflect a full
    valuation allowance on our U.S. deferred tax assets.(2)
    
    During 2005, we announced that we
    were exiting the acrylonitrile business and related derivatives
    operations. During 2004 we recorded a $22 million pre-tax
    impairment charge related to our acrylonitrile long-lived
    assets. On December 19, 2002, pursuant to our plan of
    reorganization, we sold our pulp chemicals business to Superior
    Propane, Inc. for approximately $373 million and our
    acrylic fibers business was sold to local management of that
    business for nominal consideration. The operating results of
    these businesses have been reported as discontinued operations
    in the consolidated statement of operations and cash flows, and
    the assets and liabilities of these businesses have been
    presented separately as assets and liabilities related to
    discontinued operations in our consolidated balance sheet.(3)
    
    Additional pre-tax earnings needed
    to achieve a 1:1 ratio for the six months ended
    June 30, 2006, for the years ended December 31, 2006,
    2005 and 2004, and for the period from December 20 to
    December 31, 2002 were $11.6 million,
    $120.1 million, $30.2 million, $33.6 million and
    $1.4 million, respectively.(4)
    
    Working capital as of June 30,
    2007, December 31, 2006, 2005, 2004, 2003 and 2002 includes
    net assets (liabilities) of discontinued operations of
    $(0.2) million, $(0.2) million, $(2) million,
    $55 million, $57 million and $27 million,
    respectively.(5)
    
    The balance as of December 31,
    2006 includes an increase in Stockholders equity
    (deficiency in assets) of $6.7 million (net of tax) due to
    the adoption of Statement of Financial Accounting Standards
    No. 158, Employers Accounting for Defined
    Benefit Pension and Other Postretirement Plans. 40




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##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    Overview
  Business
           41




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##### Table of Contents



on-site
    Percent ofTotal NorthRated Annual


American


North AmericanProduct

Production Capacity


Capacity


Market PositionAcetic Acid


1.1 billion pounds



17
%


3Styrene


1.7 billion pounds



11
%


4     Acetic Acid.
       42




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##### Table of Contents



Styrene.
  vice versa. vice versa,
 43




---



##### Table of Contents



start-up
       44




---



##### Table of Contents



Plasticizers.
    Discontinued
    Operations
     45




---



##### Table of Contents



Results
    of Operations
    Fiscal Year Ended December 31,


Six Months Ended June 30,2006


2005


2004


2007


2006(Dollars in thousands)Revenues

$
667,544


$
641,886


$
655,353


$
450,604


$
287,056Gross profit (loss)


12,826



(11,248
)


22,344



19,643



(6,370
)Income (loss) from continuing
    operations


(104,662
)


(18,508
)


(39,881
)


3,664



(6,997
)   Comparison
    of 2006 to 2005
  Revenues
    and loss from continuing operations
        Selling,
    general & administrative expenses
    Other
    expense (income)
   46




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##### Table of Contents



Provision
    (benefit) for income taxes
    Loss from
    discontinued operations, net of tax
    Comparison
    of 2005 to 2004
  Revenues
    and loss from continuing operations
        Selling,
    general & administrative expenses
   47




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##### Table of Contents



Organizational
    efficiency project
    Provision
    (benefit) for income taxes
    Loss from
    discontinued operations, net of tax
    Three
    Months Ended June 30, 2007 Compared to Three Months Ended
    June 30, 2006
  Revenues
    and income from continuing operations
        Selling,
    general and administrative expenses
   48




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##### Table of Contents



Other
    Income (expense)
    Interest
    and debt related expenses, net of interest income
    Provision
    (benefit) for income taxes
    Six
    Months Ended June 30, 2007 Compared to Six Months Ended
    June 30, 2006
  Revenues
    and income (loss) from continuing operations
       49




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##### Table of Contents



Other
    income (expense)
    Selling,
    general and administrative expenses
    Interest
    and debt related expenses, net of interest income
    Provision
    (benefit) for income taxes
    Liquidity
    and Capital Resources
   50




---



##### Table of Contents



90-day
         51




---



##### Table of Contents



No. 95-22, Lock-Box
      Working
    Capital
    Cash
    Flow
     52




---



##### Table of Contents



Capital
    Expenditures
      Contractual
    Cash Obligations
    MoreLess than








than 51 Year(1)


1-3 Years


4-5 Years


Years


Total(Dollars in thousands)2007 secured notes

$
100,579


$



$



$



$
100,579Interest payments on debt


10,170















10,170Operating leases


293



879



586



220



1,978Purchase
    obligations(2)


72,000



117,000



65,000



120,000



374,000Pension and other postretirement
    benefits


9,675



16,717



7,230



31,113



64,735Contractual obligations of
    discontinued operations


217















217Total

$
192,934


$
134,596


$
72,816


$
151,333


$
551,679     (1)
    
    Payment obligations under our
    revolving credit facility are not presented because there were
    zero outstanding borrowings as of December 31, 2006, and
    interest payments fluctuate depending on the interest rate and
    outstanding balance under our revolving credit facility at any
    point in time. As discussed above we refinanced our 2007 secured
    notes prior to their stated maturity.(2)
    
    For the purposes of this table, we
    have considered contractual obligations for the purchase of
    goods or services as agreements involving more than
    $1 million that are enforceable and legally binding and
    that specify all significant terms, including: fixed or minimum
    quantities to be purchased, fixed, minimum or variable price
    provisions and the approximate timing of the transaction. Most
    of the purchase obligations identified include variable pricing
    provisions. We have estimated the future prices of these items,
    utilizing forward curves where available. The pricing estimated
    for use in this table is subject to market risk.    Critical
    Accounting Policies, Use of Estimates and Assumptions
   53




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Revenue
    Recognition
    Inventories
  first-in,
  Long-Lived
    Assets
    Income
    Taxes
     54




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##### Table of Contents



Employee
    Benefit Plans
    Plant
    Turnaround Costs
    New
    Accounting Standards
     55




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##### Table of Contents



Quantitative
    and Qualitative Disclosures about Market Risk
    Fair ValueJune 30,Expected Maturity Dates

2007


2008


2009


2010


2011


Thereafter


Total


2007(Dollars in thousands)Outstanding senior secured notes





















$
150,000


$
150,000


$
155,000   1 4
 56




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##### Table of Contents



BUSINESS
          on-site
     57




---



##### Table of Contents



Business
    Strategy
  Grow Our Business.
  on-site
       58




---



##### Table of Contents



Improve Organization Efficiency and Cost
    Structure.
  Industry
    Overview
  Acetic Acid.
      Styrene.
 59




---



##### Table of Contents



start-up
      Plasticizers.
 60




---



##### Table of Contents



Product
    Summary
    Sterling Product

Intermediate(Capacity)

Products

Primary End Products

Raw Materials

Major CompetitorsAcetic
    Acid(1.1 billion
    pounds per year)

Vinyl acetate monomer, terephthalic
    acid, and acetate solvents

Adhesives, PET bottles, fibers and
    surface coatings

Methanol and Carbon Monoxide

Celanese AG, Eastman Chemical
    Company and Lyondell Chemical CompanyStyrene(1.7 billion
    pounds per year)

Polystyrene, ABS/SAN resins,
    styrene butadiene latex and unsaturated polyester resins

Building products, boat and
    automotive components, disposable cups and trays, packaging and
    containers, housewares, tires, audio and video cassettes,
    luggage, childrens toys, paper coating, appliance parts
    and carpet backing

Benzene and Ethylene

Lyondell Chemical Company, Ineos,
    PLC, Chevron Phillips Chemical Company, Shell Chemical Company,
    Cos-Mar (a joint venture of General Electric Company and FINA
    Inc.), Nova Chemicals Corporation, SABIC, Samsung Corporation
    and Mitsubishi CorporationPlasticizers(200 million pounds of esters and 130 million pounds
    of phthalic anhydride per year)

Flexible polyvinyl chloride
    (PVC)

Flexible plastics, such as shower
    curtains and liners, floor coverings, cable insulation,
    upholstery and plastic molding

Oxo-Alcohols and Orthoxylene

ExxonMobil Corporation, Eastman
    Chemical Company and BASF Corporation   Products
  Acetic Acid.
 61




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##### Table of Contents



Acetic
    Acid-BP
    Chemicals
  Styrene.
  Plasticizers. Plasticizers-BASF
  Sales and
    Marketing
    
    multi-year contracts;
    conversion agreements; and
    spot transactions in both the domestic and export markets.    
    optimize our capacity utilization rates;
    lower our selling, general and administrative expenses;
    reduce our working capital requirements;
    insulate our plasticizers operations from the effects of
    declining markets and changes in raw materials prices; and
    in some cases, gain access to certain improvements in
    manufacturing process technology.   62




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##### Table of Contents



Contracts
    Acetic
    Acid-BP
    Chemicals
    Plasticizers-BASF
      Raw
    Materials and Energy Resources
   63




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##### Table of Contents



Acetic Acid.
  Styrene.
  Plasticizers.
  Technology
    and Licensing
        Competition
     64




---



##### Table of Contents



start-up
    Environmental,
    Health and Safety Matters
         65




---



##### Table of Contents



1-hour 1-hour 1-hour 1-hour 8-hour 8-hour 8-hour 8-hour 8-hour 8-hour 8-hour
    Employees
   66




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Insurance
      Properties
  290-acre 50/50
        Legal
    Proceedings
  Kinder-Morgan,
   67




---



##### Table of Contents



No. H-07-0625
   68




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##### Table of Contents



MANAGEMENT
  Executive
    Officers and Directors
    Name

Age

Position with CompanyRichard K. Crump


61


President, Chief Executive Officer
    and DirectorJohn R. Beaver


46


Chief Financial Officer and Senior
    Vice President  FinanceKenneth M. Hale


45


Senior Vice President, General
    Counsel and Corporate SecretaryPaul C. Rostek


51


Senior Vice President 
    CommercialWalter B. Treybig


51


Senior Vice President 
    ManufacturingBruce E. Moore


42


TreasurerSteven L. Gidumal


49


DirectorByron J. Haney


46


DirectorKarl W. Schwarzfeld


31


DirectorPhilip M. Sivin


35


DirectorDr. Peter Ting Kai Wu


70


DirectorJohn W. Gildea


64


Director   Richard K. Crump.
  John R. Beaver.
  Kenneth M. Hale.
  Paul C. Rostek.
 69




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##### Table of Contents



Walter B. Treybig.
  Bruce E. Moore.
  Steven L. Gidumal.
  Byron J. Haney.
  Karl W. Schwarzfeld.
  Philip M. Sivin.
  Dr. Peter Ting Kai Wu.
 70




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##### Table of Contents



John W. Gildea.
  Board of
    Directors
  Director
    Independence
  son-in-law
  Committees
    of the Board
   71




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##### Table of Contents



Audit
    Committee
  Form 10-K Form 10-K Form 10-Q Form 10-K
    
    be independent of management and be free from any relationship
    that, in the opinion of our Board, would interfere with the
    exercise of his independent judgment;
    have, in the opinion of our board of directors and in the
    opinion of each member of our Audit Committee, sufficient time
    available to devote reasonable attention to the responsibilities
    of our Audit Committee;
    be financially literate (i.e., have the ability to read
    and understand fundamental financial statements, including a
    balance sheet, income statement and statement of cash flows, and
    the ability to understand key financial risks and related
    controls and control processes); and
    not simultaneously serve on the audit committee of more than
    three public companies.    Compensation
    Committee
  Form 10-K
  
    reviewing and approving corporate goals and objectives relevant
    to compensation of our Chief Executive Officer, evaluating our
    Chief Executive Officers performance in light of those
    goals and objectives and determining and approving our Chief
    Executive Officers compensation level based on this
    evaluation;
    determining and approving the compensation levels for our other
    executive officers; 72




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##### Table of Contents




    making recommendations to our board of directors with respect to
    the adoption, amendment or termination of our incentive
    compensation plans and equity-based plans;
    administering our compensation programs for executive officers
    (including bonus plans, stock option and other equity-base
    programs, deferred compensation plans and other cash or stock
    incentive programs);
    reviewing and making recommendations to our board of directors
    with respect to other significant employee benefit
    programs; and
    reviewing and approving our annual merit budget.        Corporate
    Governance Committee
  Form 10-K
     73




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##### Table of Contents



Environmental,
    Health & Safety Committee
   74




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##### Table of Contents



EXECUTIVE
    COMPENSATION
  Compensation
    Discussion and Analysis
  Compensation
    Philosophy and Objectives
    
    attract, motivate and retain talented and productive executives;
    recognize individual performance and our overall corporate
    performance relative to the performance of our competitors and
    other companies of comparable size; and
    support our short-term and long-term goals.    Processes
    and Procedures for Determining Compensation
       75




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##### Table of Contents



Total
    Compensation
    Base
    Salaries
    Annual
    Incentive Compensation
   76




---



##### Table of Contents



Form 10-K
       77




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##### Table of Contents



Stock-Based
    Compensation
    
    the recipients level of responsibility and job
    classification;
    the recipients job performance;
    the recipients present and potential contributions to our
    long-term success; and
    the extent that the base salary of the recipient is below
    industry levels based on the compensation survey described above.         78




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##### Table of Contents



30-day 15-day in-and-out
  Tax
    Treatment
   79




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##### Table of Contents



Compensation
    Tables
  Summary
    Compensation Table
    Change inPensionValue andNon-QualifiedNon-Equity

Deferred

All OtherFiscal





Option

Incentive Plan

Compensation

Compen-Name and Principal Position

Year

Salary(1)

Bonus

Awards(2)

Compensation

Earnings

sation(3)

TotalRichard K. Crump


2006


$
388,333


$
0


$
30,973


$
267,003


$
46,588


$
28,145


$
761,042President and Chief


2005



378,500



46,875



294,245



0



74,359



25,562



819,541Executive Officer


2004



370,000



126,140



712,384



0



172,821



21,230



1,402,575Paul G.
    Vanderhoven(4)


2006



255,167



0



8,518



87,974



26,504



16,316



394,479Senior VP  Finance and


2005



244,417



40,625



80,917



0



42,303



15,662



423,924Chief Financial Officer


2004



235,250



50,256



195,905



0



101,814



11,399



594,624Kenneth M.
    Hale(5)


2006



220,583



0



7,098



60,863



3,562



15,335



307,441Senior VP, General


2005



209,583



34,375



67,431



0



5,685



14,440



331,514Counsel and Secretary


2004



195,208



38,250



163,255



0



18,663



9,529



424,905Paul C.
    Rostek(6)


2006



209,667



0



89,024



57,851



9,879



14,474



380,895Senior VP  Commercial


2005



200,458



34,375



197,832



0



13,232



14,087



459,9842004



184,000



32,980



36,269



0



35,787



7,903



296,939Walter B. Treybig


2006



193,583



0



6,453



53,401



7,161



12,923



273,521Senior VP 


2005



185,250



34,375



61,301



0



11,429



15,354



307,709Manufacturing


2004



177,167



30,430



148,413



0



32,242



52,019



440,271     (1)
    
    Includes amounts deferred under our
    401(k) Savings and Investment Plan.(2)
    
    Please refer to Footnote 2 of our
    Consolidated Financial Statements for the year ended
    December 31, 2006 included in this prospectus for a
    description of the assumptions used in determining
    (2) compensation cost for the stock options reflected in
    this column which were granted in 2003 or, in the case of
    Mr. Rostek, in 2004.(3)
    
    Includes (i) values of group
    life insurance provided by us in excess of $50,000,
    (ii) amounts paid for clubs and associations,
    (iii) premiums for executive life insurance paid by us,
    (iv) matching (3) contributions paid by us under our
    401(k) Savings and Investment Plan and (v) values of
    parking paid by us in excess of Internal Revenue Service
    limitations, as follows:  Fiscal



Clubs and

401(k) Matching

ExecutiveYear

Group Life

Associations

Contributions

ParkingRichard K. Crump


2006


$
7,277


$
0


$
13,200


$
5902005



4,615



585



12,600



6842004



4,509



1,689



7,175



779Paul G. Vanderhoven


2006



1,616



910



13,200



5902005



1,543



835



12,600



6842004



1,481



1,964



7,175



779Kenneth M. Hale


2006



600



1,535



13,200



02005



565



1,340



12,535



02004



524



2,173



6,832



0Paul C. Rostek


2006



1,304



0



12,580



5902005



809



585



12,008



6852004



723



568



6,352



260Walter B. Treybig


2006



1,193



115



11,615



02005



741



500



11,096



02004



703



115



6,201



0   Mr. Crumps All
    Other Compensation includes executive life insurance
    premiums paid by us of $7,078 in 2006, $7,078 in 2005 and $7,078
    in 2004. Mr. Treybigs All Other
    Compensation includes $3,017 paid in 2005 for travel
    expenses related to obtaining his Masters in Business
    Administration Degree from Tulane University and $45,000 paid
    directly to Tulane University in 2004 towards tuition for that
    degree. 80




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##### Table of Contents



(4)
    
    Mr. Vanderhoven retired as our
    Chief Financial Officer and Senior Vice President 
    Finance effective May 1, 2007.(5)
    
    In addition to his duties as our
    Senior Vice President, General Counsel and Secretary,
    Mr. Hale was promoted to the Head of our Human
    Resources & Administration Department on
    January 1, 2005. Consequently, Mr. Hales
    compensation for 2004 reflects compensation paid to him in his
    capacity as our Senior Vice President, General Counsel and
    Secretary.(6)
    
    Mr. Rostek was promoted to our
    Senior Vice President  Commercial on August 9,
    2004. Prior to that, Mr. Rostek served as our Vice
    President  Corporate Alliances & New
    Ventures. Consequently, Mr. Rosteks compensation for
    2004 reflects compensation paid to him in his capacity as our
    Senior Vice President  Commercial for approximately
    five months and compensation paid to him in his capacity as our
    Vice President  Corporate Alliances & New
    Ventures for approximately seven months.  Indemnification
    Agreements
    Grants
    of Plan-Based Awards
  Estimated Possible Payouts UnderNon-Equity Incentive Plan AwardsName

Threshold


Target


MaximumRichard Crump

$
195,000


$
390,000


$
780,000Paul Vanderhoven


0



0



0Kenneth Hale


46,800



93,600



187,200Paul Rostek


44,350



88,700



177,400Walter Treybig


40,950



81,900



163,800     Non-Equity
    Incentive Plan Information  Bonus Plan
    Richard K. Crump


100
%Paul G. Vanderhoven


50
%Kenneth M. Hale


40
%Paul C. Rostek


40
%Walter B. Treybig


40
%    81




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##### Table of Contents



Maximum Possible


ActualBonus Payment


Bonus PaymentRichard K. Crump

$
267,003


$
267,003Paul G. Vanderhoven


87,974



87,974Kenneth M. Hale


60,863



60,863Paul C. Rostek


57,851



57,851Walter B. Treybig


53,401



53,401   Equity
    Incentive Plan Information  2002 Stock
    Plan
   82




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##### Table of Contents



Number of SecuritiesRemaining Availablefor Future IssuanceNumber of Securities to


Weighted-Average


Under Equitybe Issued Upon Exercise


Exercise Price of


Compensation Plansof Outstanding Options,


Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column (a))Equity compensation plans approved
    by security
    holders(1)


278,500


$
31.60



85,414Equity compensation plans not
    approved by security holders










Total


278,500


$
31.60



85,414     (1)
    
    Our 2002 Stock Plan was authorized
    and established under our confirmed Joint Plan of Reorganization
    Under Chapter 11, Title 11, United States Code, which
    became effective on December 19, 2002. Our plan of
    reorganization provides that, without any further act or
    authorization, confirmation of our plan of reorganization and
    entry of the confirmation order is deemed to satisfy all
    applicable federal and state law requirements and all listing
    standards of any securities exchange for approval by the board
    of directors or the stockholders of our 2002 Stock Plan. No
    additional stockholder approval of our 2002 Stock Plan has been
    (1) obtained.  Outstanding
    Equity Awards at Fiscal Year-End
    Option AwardsEquity IncentivePlan Awards:Number of


Number of


NumberSecurities


Securities


of SecuritiesUnderlying


Underlying


UnderlyingUnexercised


Unexercised


Unexercised


Option


OptionOptions 


Options 


Unearned


Exercise


ExpirationExercisable


Unexercisable


Options


Price


DateRichard Crump


120,000



0



0


$
31.60



02/11/13Paul Vanderhoven


33,000



0



0


$
31.60



02/11/13Kenneth Hale


27,500



0



0


$
31.60



02/11/13Paul Rostek


18,333



9,167
(1)


0


$
31.60



11/05/14Walter Treybig


25,000



0



0


$
31.60



02/11/13     (1)
    
    Final installment scheduled to vest
    on November 5, 2007.  Option
    Exercises and Stock Vesting
   83




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##### Table of Contents



Pension
    Benefits
  Number

Present Valueof Years

of

PaymentsCredited

Accumulated

During LastPlan Name

Service

Benefit(1)

Fiscal YearRichard Crump

Salaried Employees Pension
    Plan


19



467,770



0Pension Benefit Equalization Plan


19



0



0Supplemental Employee Retirement
    Plan


19



389,049



0Paul Vanderhoven

Salaried Employees Pension
    Plan


28



424,367



0Pension Benefit Equalization Plan


28



0



0Supplemental Employee


28



63,079



0Retirement PlanKenneth Hale

Salaried Employees Pension
    Plan


7



65,508



0Pension Benefit Equalization Plan


7



0



0Supplemental Employee


7



0



0Retirement PlanPaul Rostek

Salaried Employees Pension
    Plan


24



182,476



0Pension Benefit Equalization Plan


24



0



0Supplemental Employee


24



0



0Retirement PlanWalter Treybig

Salaried Employees Pension
    Plan


12



131,696



0Pension Benefit Equalization Plan


12



0



0Supplemental Employee


12



0



0Retirement Plan     (1)
    
    Please refer to Footnote 7 of our
    Consolidated Financial Statements for the year ended
    December 31, 2006 included in this prospectus for the
    fiscal year ended December 31, 2006 for a description of
    the valuation methods utilized to determine the present value of
    accumulated benefits under our Salaried Employees Pension
    Plan, our Pension Benefit Equalization Plan and our Supplemental
    Employee (1) Retirement Plan and all material assumptions
    used in quantifying such present values.  Pension
    Plans
  Salaried Employees Pension Plan.
    
    if he or she worked at Monsanto prior to April 1, 1986 and
    was employed by us as of September 30, 1986, 1.4% of his or
    her Average Earnings times his or her number of years of
    Credited Service; 84




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##### Table of Contents




    1.2% of his or her Average Earnings times his or her number of
    years of Credited Service plus 0.45% of his or her average
    monthly earnings in excess of the average taxable wage bases
    under Section 230 of the Social Security Act) times the
    lesser of 35 and his or her number of years of Credited
    Service; and
    if he or she was employed by us prior to June 1, 1996, $35
    times his or her number of years of Credited Service.    pop-up pop-up pop-up pop-up
      times plus
  1 2
 85




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##### Table of Contents



Pension Benefit Equalization Plan.
  Supplemental Employee Retirement Plan.
    Net PaymentGross Payment


Reduction for Payments


Under EqualizationUnder All Plans


Under Pension Plan


and Supplemental PlansRichard K. Crump

$
103,340


$
56,417


$
46,923Paul G. Vanderhoven


89,832



78,207



11,625Kenneth M. Hale


19,417



19,417



0Paul C. Rostek


38,315



38,315



0Walter B. Treybig


28,304



28,304



0     Nonqualified
    Deferred Compensation
   86




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##### Table of Contents



Other
    Retirement and Post-Employment Compensation
  401(k)
    Savings and Investment Plan
    Key
    Employee Protection Plan
  Form 10-K
    
    for participants with multipliers of at least 2.00 (which
    includes each of our Named Executive Officers):
    we make a material change in his or her reporting
    responsibilities, titles or elected or appointed offices
    (excluding changes resulting from the participants death,
    disability or retirement); or
    we assign him or her duties or responsibilities that are
    materially inconsistent with his or her status, positions,
    duties, responsibilities or functions;
    we reduce the participants compensation by a material
    amount;
    we fail to maintain employee benefit plans, programs,
    arrangements and practices providing benefits to the participant
    that are, in the aggregate, as favorable as those under our
    current plans, programs, arrangements and practices (excluding
    changes or terminations that apply generally to all of our
    salaried work force and do not have a disparate impact on the
    participant);
    we change the location of the participants principal place
    of employment by more than 75 miles;
    we purport to terminate the participant for Misconduct or
    Disability in a manner not consistent with our Key Employee
    Protection Plan; or
    we purport to terminate the participants participation in
    our Key Employee Protection Plan (unless our Compensation
    Committee determines in good faith he or she is no longer one of
    our key employees and follows the procedures for termination set
    out in our Key Employee Protection Plan). 87




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##### Table of Contents




    acts of dishonesty or gross misconduct that are demonstrably
    injurious to us (monetarily or otherwise) in any material
    respect;
    the failure to comply with our published policies relating to
    alcohol and drugs, harassment or compliance with laws;
    the failure to comply with any of our other policies if that
    failure continues unremedied for 30 days after receiving
    written notice of the failure;
    the willful failure to comply with any lawful and ethical
    directions and instructions of our board of directors or our
    Chief Executive Officer;
    the refusal or willful failure by the participant to perform, in
    any material respect, his or her duties if that failure is not
    caused by disability or incapacity and continues unremedied for
    30 days after receiving written notice of that failure;
    a conviction for a felony offense; or
    any willful conduct that prejudices, in any material respect,
    our reputation in our fields of business, with the investment
    community or with the public at large if the participant knew,
    or should have known, that his or her conduct could have that
    result.     88




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##### Table of Contents




    any individual, entity or group acquires, in the aggregate,
    beneficial ownership of 50% or more of the combined voting power
    of our then outstanding securities that vote generally in the
    election of directors, or Voting Securities, if:  
    the individual, entity or group is not Resurgence or any of its
    or its affiliates managed funds or accounts (referred to
    collectively as the Resurgence Group) or one or more of our
    employee benefit plans; and
    the acquisition is not made through an Excluded Transaction;  
    a majority of the members of our board of directors during any
    12-month
    period (referred to as our Incumbent Board) is replaced by
    individuals who were not directors during the preceding
    12 months and whose election or nomination for election was
    not approved by a majority vote of the directors then comprising
    the Incumbent Board; although, for this purpose, anyone who
    initially became one of our directors as a result of an actual
    or threatened contest with respect to the election or removal of
    directors or other actual or threatened solicitation of proxies
    or consents by or on behalf of any individual, entity or group
    other than our board of directors is not considered to be a
    member of our Incumbent Board, irrespective of any approval
    given by our Incumbent Board;
    we are involved in a reorganization, merger, statutory share
    exchange, consolidation or similar corporate transaction, we
    dispose of our assets or we acquire the assets or stock of
    another entity and the transaction is not an Excluded
    Transaction which, for this purpose, means a transaction
    where, after the transaction:
    the beneficial holders of our outstanding Voting Securities
    prior to the transaction beneficially own more than 50% of the
    outstanding Voting Securities of the corporation that results
    from the transaction or that owns our assets after the
    transaction, in substantially the same proportions as their
    pre-transaction ownership;
    no individual, entity or group (other than the Resurgence Group
    or one of our employee benefit plans) beneficially owns 50% or
    more of the Voting Securities of any corporation that results
    from the transaction; and
    at least a majority of the members of the board of directors of
    the corporation resulting from the transaction were members of
    our Incumbent Board at the time the initial documentation for
    the transaction was signed or the time the transaction was
    approved by our Board; or
    our stockholders or other relevant stakeholders approve our
    complete liquidation or dissolution.   89




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##### Table of Contents



Non-Change ofChange of Control


Control PaymentTargeted


Applicable


Payment Under the


Under theBase Salary


Bonus


Multiplier


KEP
    Plan(1)


KEP
    Plan(2)Richard K. Crump

$
390,000


$
390,000



2.75


$
2,145,000


$
1,072,500Paul G. Vanderhoven


257,000



128,500



2.00



771,000



385,500Kenneth M. Hale


222,250



88,900



2.00



622,300



311,150Paul C. Rostek


211,250



84,500



2.00



591,500



295,750Walter B. Treybig


195,000



78,000



2.00



546,000



273,000     (1)
    
    Payment if a Change of Control
    occurs between July 5, 2006 and December 31, 2008.(2)
    
    Payment if no Change of Control
    occurs between July 5, 2006 and December 31, 2008.      Richard K. Crump

$
49,893Paul G. Vanderhoven


40,627Kenneth M. Hale


28,449Paul C. Rostek


39,982Walter B. Treybig


39,750   gross-up gross-up gross-up
   90




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##### Table of Contents



Director
    Compensation
    Fees Earned orPaid in
    Cash(1)


TotalRichard K.
    Crump(2)

$
0


$
0Steven L.
    Gidumal(3)


2,500



2,500John W. Gildea


48,500



48,500Byron J.
    Haney(3)


41,000



41,000Karl W.
    Schwarzfeld(3)


35,000



35,000Philip M.
    Sivin(3)


36,500



36,500Dr. Peter T.K. Wu


45,500



45,500     (1)
    
    Includes amounts paid for
    attendance as a member at meetings of the following Committees:  John W. Gildea

Audit CommitteeCompensation Committee (Chairman)Corporate Governance CommitteeByron J. Haney

Audit Committee (Chairman)Philip M. Sivin

Compensation CommitteeDr. Peter T.K. Wu

Corporate Governance Committee
    (Chairman)Environmental, Health & Safety
    Committee   (2)
    
    Mr. Crump is one of our
    employees and, consequently, is not paid any compensation for
    his service as a director.(3)
    
    All compensation for service as a
    director earned by Messrs. Gidumal, Haney, Schwarzfeld and
    Sivin, who are employees of Resurgence, was paid to Resurgence
    pursuant to established policies of Resurgence.   91




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##### Table of Contents



SECURITY
    OWNERSHIP OF CERTAIN
    BENEFICIAL OWNERS AND MANAGEMENT
  77002-4312,
  Shares of


Percentage


Certain


Percentage


Shares of


PercentagePreferred


of


Common


of Certain


Common


of AllStock


Outstanding


Stock


Outstanding


Stock


OutstandingBeneficially


Preferred


Beneficially


Common


Beneficially


CommonName

Owned


Stock


Owned(1)


Stock(1)


Owned(2)


Stock(2)Richard K.
    Crump(3)


0



0
%


120,000



*



120,000



*Steven L.
    Gidumal(4)


4,356.561



98.3
%


1,910,100



60.1
%


6,266,661



83.2
%John W. Gildea


0



0
%


0



0
%


0



0
%Byron J.
    Haney(4)


4,356.561



98.3
%


1,910,100



60.1
%


6,266,661



83.2
%Karl W.
    Schwarzfeld(4)


4,356.561



98.3
%


1,910,100



60.1
%


6,266,661



83.2
%Philip M.
    Sivin(4)(5)


4,356.561



98.3
%


1,910,100



60.1
%


6,266,661



83.2
%Dr. Peter Ting Kai Wu


0



0
%


0



0
%


0



0
%Paul G. Vanderhoven


0



0
%


0



0
%


0



*Kenneth M.
    Hale(3)


0



0
%


27,500



*



27,500



*Paul C.
    Rostek(3)


0



0
%


18,334



*



18,334



*Walter B.
    Treybig(3)


0



0
%


25,000



*



25,000



*Resurgence Asset Management,
    L.L.C.(5)


4,356.561



98.3
%


1,910,100



60.1
%


6,266,661



83.2
%Resurgence Asset Management
    International,
    L.L.C.(5)


4,356.561



98.3
%


1,910,100



60.1
%


6,266,661



83.2
%Re/Enterprise Asset Management,
    L.L.C.(5)


4,356.561



98.3
%


1,910,100



60.1
%


6,266,661



83.2
%Martin D.
    Sass(5)


4,356.561



98.3
%


1,910,100



60.1
%


6,266,661



83.2
%Mariner Investment Group,
    Inc.(6)


0



0
%


275,242



9.5
%


275,242



3.8
%Northeast Investors
    Trust(7)


0



0
%


250,827



8.9
%


250,827



3.5
%Merrill Lynch, Pierce,
    Fenner & Smith,
    Incorporated(8)


0



0
%


186,787



6.6
%


186,787



2.6
%Avenue Capital Management II,
    L.P.(9)


0



0
%


205,583



7.3
%


205,583



2.8
%Avenue Capital Management II
    GenPar,
    LLC(9)


0



0
%


205,583



7.3
%


205,583



2.8
%Marc
    Lasry(9)


0



0
%


205,583



7.3
%


205,583



2.8
%Directors and current executive
    officers as a group
    (13 persons)(3)through(5)


4,356.561



98.3
%


2,123,434



62.7
%


6,479,995



83.7
%     *
    
    Less than 1%(1)
    
    Includes outstanding shares of
    Common Stock and shares of Common Stock issuable upon conversion
    of warrants, but excludes shares of Common Stock issuable upon
    conversion of outstanding Preferred Stock. 92




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##### Table of Contents



(2)
    
    Includes outstanding shares of
    Common Stock, shares of Common Stock issuable upon conversion of
    warrants and shares of Common Stock issuable upon conversion of
    outstanding Preferred Stock.(3)
    
    Represents shares of our Common
    Stock issuable upon exercise of options granted under the 2002
    Stock Plan which are or will become exercisable within
    60 days of this prospectus.(4)
    
    Represents shares of our Preferred
    Stock and shares of our Common Stock (including shares of our
    Common Stock issuable upon the exercise of warrants which are
    exercisable within 60 days of this prospectus) that are
    beneficially owned by funds and accounts managed by Resurgence
    and its affiliates (see Note 5). Messrs. Gidumal and
    Haney are Managing Directors and Co-Chief Investment Officers,
    Mr. Schwarzfeld is a Vice President and Mr. Sivin is a
    Vice President and General Counsel of Resurgence. As such,
    Messrs. Gidumal, Haney, Schwarzfeld and Sivin may be deemed
    to have beneficial ownership of such shares. Each of Gidumal,
    Messrs. Haney, Schwarzfeld and Sivin disclaims beneficial
    ownership of all such shares.(5)
    
    Includes
    (a) 2,343.202 shares of our Preferred Stock
    (convertible in to 2,343,202 shares of our Common Stock),
    837,562 shares of our Common Stock and an additional
    186,783 shares of our Common Stock issuable upon the
    exercise of warrants which are exercisable within 60 days
    of this prospectus that may be deemed to be beneficially owned
    by Resurgence, (b) 634.083 shares of our Preferred
    Stock (convertible in to 634,083 shares of our Common
    Stock), 228,057 shares of our Common Stock and an
    additional 50,544 shares of our Common Stock issuable upon
    the exercise of warrants which are exercisable within
    60 days of this prospectus that may be deemed to be
    beneficially owned by Resurgence Asset Management International,
    L.L.C., or RAMI, and (c) 1,379.276 shares of our
    Preferred Stock (convertible in to 1,379,276 shares of our
    Common Stock), 497,212 shares of our Common Stock and an
    additional 109,942 shares of our Common Stock issuable upon
    the exercise of warrants which are exercisable within
    60 days of this prospectus that may be deemed to be
    beneficially owned by Re/Enterprise Asset Management, L.L.C., or
    REAM. Mr. Sass may be deemed to beneficially own all of
    these securities. Mr. Sivin is Mr. Sasss
    son-in-law.
    Each share of our Preferred Stock is currently convertible into
    1,000 shares of our Common Stock at the election of the
    holder. Mr. Sivin disclaims beneficial ownership of all of
    these securities.In its capacity as investment
    advisor, Resurgence exercises voting and investment power over
    our securities held for the accounts of M.D. Sass Corporate
    Resurgence Partners, L.P., or Resurgence I, M.D. Sass
    Corporate Resurgence Partners II, L.P., or Resurgence
    II, M.D. Sass Corporate Resurgence Partners III, L.P., or
    Resurgence III, and the Resurgence Asset Management, L.L.C.
    Employment Retirement Plan, or the Plan. Accordingly, Resurgence
    may be deemed to share voting and investment power with respect
    to our securities held by Resurgence I, Resurgence II,
    Resurgence III and the Plan. Mr. Sass serves as
    Chairman and Chief Executive Officer of Resurgence.In its capacity as investment
    advisor, RAMI exercises voting and investment power over our
    securities held for the account of M.D. Sass Corporate
    Resurgence International, Ltd., or Resurgence International.
    Accordingly, RAMI may be deemed to share voting and investment
    power with respect to our securities held by Resurgence
    International. Mr. Sass serves as Chairman and Chief
    Executive Officer of RAMI.In its capacity as investment
    advisor, REAM exercises voting and investment power over our
    securities held for the accounts of (i) two employee
    pension plans, or the Pension Plans, and as an advisor to the
    M.D. Sass Associates, Inc. Employee Profit Sharing Plan, or the
    Sass Employee Plan, and (ii) as general partner and sole
    investment advisor of M.D. Sass Re/Enterprise Portfolio Company,
    L.P., or Re/Enterprise, and M.D. Sass
    Re/Enterprise
    II, L.P., or Re/Enterprise II. Accordingly, REAM may be deemed
    to share voting and investment power with respect to our
    securities held by each of the Pension Plans, the Sass Employee
    Plan, Re/Enterprise and Re/Enterprise II. Mr. Sass serves
    as Chairman and Chief Executive Officer of REAM.In addition, funds which have
    invested
    side-by-side
    with funds managed by Resurgence and RAMI beneficially own in
    the aggregate 74.5 shares of our Preferred Stock
    (convertible in to 74,500 shares of our Common Stock),
    26,712 shares of our Common Stock and an additional
    5,938 shares of our Common Stock issuable upon the exercise
    of warrants which are exercisable within 60 days of this
    prospectus.The mailing address of each of
    Martin D. Sass, Resurgence, RAMI and REAM is 1185 Avenue of the
    Americas, 18th Floor, New York, New York 10036.The foregoing information is based
    on the Schedule 13D filed by Resurgence, RAMI and REAM with
    the SEC on December 19, 2002, as amended by
    (A) Schedule 13D/A, Amendment No. 1, filed by
    Resurgence, RAMI and REAM with the SEC on February 13,
    2004, (B) Schedule 13D/A, Amendment No. 2, filed
    by Martin D. Sass, Resurgence, RAMI and REAM with the SEC on
    June 25, 2004, (C) Schedule 13D/A, Amendment
    No. 3, filed by Martin D. Sass, Resurgence, RAMI and REAM
    with the SEC on February 14, 2005,
    (D) Schedule 13D/A,
    Amendment No. 4, filed by Martin D. Sass, Resurgence, RAMI
    and REAM with the SEC on March 8, 2005,
    (E) Schedule 13D/A, Amendment No. 5, filed by
    Martin D. Sass, Resurgence, RAMI and REAM with the SEC on
    March 2, 2006, and (F) Schedule 13D/A, Amendment
    No. 6, filed by Martin D. Sass, Resurgence, RAMI and REAM
    with the SEC on February 28, 2007.(6)
    
    Includes 64,554 shares of our
    Common Stock issuable upon exercise of warrants that are
    exercisable within 60 days of this prospectus . Mariner
    Investment Group, Inc., or Mariner, is an investment adviser
    registered under Section 203 of the Investment Advisers Act
    of 1940. Mariner furnishes investment advice to several
    investment companies exempt from the Investment Company Act of
    1940, and also serves as investment manager to certain other
    separate accounts. In its role as investment adviser and
    manager, Mariner possesses voting and/or investment power over
    all of the shares of our Common Stock and warrants owned by
    these investment companies and accounts, which is 100% of the
    shares of our Common Stock and warrants described in the table
    above as being held by Mariner. Mariner disclaims beneficial
    ownership of all of these shares of our Common Stock and
    warrants. The mailing address of Mariner is 500 Mamaroneck
    Avenue, 4th Floor, Harrison, New York 10528. This information is
    based on the Schedule 13G filed by Mariner with the
    Securities and Exchange Commission on February 14, 2005, as
    amended by Schedule 13G/A, Amendment No. 1, filed by
    Mariner on April 11, 2005 and Schedule 13G/A,
    Amendment No. 2, filed by Mariner on February 13, 2007.(7)
    
    The mailing address of Northeast
    Investors Trust is 150 Federal Street, Boston, Massachusetts
    02110. This information is based on the Schedule 13G filed
    by Northeast Investors Trust with the SEC on February 13,
    2003, as amended by Schedule 13G/A, Amendment No. 1,
    filed by Northeast Investors Trust with the SEC on
    January 19, 2007. 93




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##### Table of Contents



(8)
    
    The mailing address of Merrill
    Lynch, Pierce, Fenner & Smith, Incorporated is 4 World
    Financial Center, New York, New York 10080. This
    information is based on the Schedule 13G filed by Merrill
    Lynch, Pierce, Fenner & Smith, Incorporated and
    Merrill Lynch & Co., Inc. with the SEC on
    February 13, 2006.(9)
    
    Includes 205,583 shares of our
    Common Stock held by Avenue Investments, L.P., a Delaware
    limited partnership, Avenue Special Situations Fund IV,
    L.P., a Delaware limited partnership, Avenue Special Situations
    Fund II, L.P., a Delaware limited partnership, Avenue-CDP
    Global Opportunities Fund, L.P., a Cayman Islands exempted
    limited partnership, Avenue International Master, L.P., a Cayman
    Islands exempted limited partnership, and GPC 73, LLC, a
    Delaware limited liability company (collectively, the
    Avenue Entities). Avenue Capital Management II, L.P.
    is an investment adviser to each of the Avenue Entities. Avenue
    Capital Management II GenPar, LLC is the general partner of
    Avenue Capital Management II, L.P. and Marc Lasry is the
    Managing Member of Avenue Capital Management II GenPar,
    LLC. The mailing address of the Avenue Entities is
    c/o Avenue
    Capital Management II, L.P., 535 Madison Avenue, 15th Floor, New
    York, NY 10022. The foregoing information is based on the
    Schedule 13G filed by Avenue Capital Management II, L.P.,
    Avenue Capital Management II GenPar, LLC and Marc Lasry on
    May 30, 2007.   94




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##### Table of Contents



CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
  Transactions
    Approval
    Process for Related Person Transactions and Other Conflicts of
    Interest
  Our Code of Ethics and Conduct.
  
    obtains a significant financial or other beneficial interest in
    one of our suppliers, customers or competitors;
    engages in a significant personal business transaction involving
    us for profit or gain;
    accepts money, gifts of other than nominal value, excessive
    hospitality, loans or other special treatment from one of our
    suppliers, customers or competitors;
    participates in any sale, loan or gift of our property; or
    learns of a business opportunity through association with us and
    discloses that opportunity to a third party or invests in that
    opportunity without first offering us the right to invest in or
    otherwise participate in that opportunity.   95




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##### Table of Contents



Our Corporate Governance Committee and Our Governance
    Principles.
   96




---



##### Table of Contents



DESCRIPTION
    OF CERTAIN INDEBTEDNESS
  Unregistered
    Notes
  1 4
  Revolving
    Credit Facility
       97




---



##### Table of Contents



DESCRIPTION
    OF NOTES
   Certain
    Definitions.
  TIA  Collateral
  Where You Can Find More Information.  Certain Definitions
    Brief
    Description of the Notes
    
    general obligations of Sterling Chemicals;
    secured, on a first priority basis, by security interests in all
    of the assets of Sterling Chemicals and the Guarantors that
    comprise the Primary Collateral, subject to Permitted Liens and
    certain exceptions described under
     Collateral below;
    secured, on a second priority basis, by security interests in
    all of the assets of Sterling Chemicals and the Guarantors that
    comprise the Secondary Collateral, subject to Permitted Liens
    and certain exceptions described under Collateral below;
    effectively subordinated to all Credit Facility Obligations, to
    certain purchase money security interests, to certain capital
    lease obligations and to all obligations secured by Permitted
    Liens;
    effectively senior to all existing and future unsecured senior
    Indebtedness of Sterling Chemicals to the extent of the Note
    Collateral owned by Sterling Chemicals;
    senior in right of payment to any future subordinated
    Indebtedness of Sterling Chemicals; and
    unconditionally guaranteed on a joint and several basis by the
    Guarantors.    The Note
    Guarantees
      
    a general obligation of each Guarantor;
    secured, on a first priority basis, by security interests in the
    Primary Collateral owned by such Guarantor, subject to Permitted
    Liens and certain exceptions described under
     Collateral below; 98




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##### Table of Contents




    secured, on a second priority basis, by security interests in
    the Secondary Collateral owned by such Guarantor, subject to
    Permitted Liens and certain exceptions described under
     Collateral below;
    effectively subordinated to all Credit Facility Obligations, to
    certain purchase money security interests, to certain capital
    lease obligations and to all obligations secured by Permitted
    Liens;
    effectively senior to all existing and future unsecured senior
    Indebtedness of each Guarantor to the extent of the Note
    Collateral owned by such Guarantor; and
    senior in right of payment to any future subordinated
    Indebtedness of the Guarantors.    Principal,
    Maturity and Interest
  (additional notes)  Certain Covenants  Incurrence of
    Indebtedness and Issuance of Preferred Stock. Description of
    Notes,
    1 4 per annum
  360-day 30-day Description of Notes
  Methods
    of Receiving Payments on the Notes
   99




---



##### Table of Contents



Paying
    Agent and Registrar for the Notes
    Transfer
    and Exchange
    Depository
    Procedures
           100




---



##### Table of Contents




    any aspect of DTCs records or any participants or
    indirect participants records relating to or payments made
    on account of beneficial ownership interest in the global notes
    or for maintaining, supervising or reviewing any of DTCs
    records or any participants or indirect participants
    records relating to the beneficial ownership interests in the
    global notes; or
    any other matter relating to the actions and practices of DTC or
    any of its participants or indirect participants.      same-day same-day
     101




---



##### Table of Contents



Certificated
    Securities
    Note
    Guarantees
                     102




---



##### Table of Contents



 Legal Defeasance and Covenant
    Defeasance;
    Collateral
  Primary
    Collateral
    Primary
    Collateral
      and/or
      provided however 9-408
  Secondary
    Collateral
    Secondary
 103




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##### Table of Contents



Collateral
              provided however Sections 9-406,
   Certain Definitions 
    Permitted Liens,
  After-Acquired
    Property; Excluded Assets; Permitted Liens
    Excluded Assets
 104




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##### Table of Contents



Possession
    and Use
    Release
    of Note Liens
     Legal Defeasance and Covenant
    Defeasance;
              Disposition
    of Note Collateral Without Release
   Release
    of Note Liens
  Enforcement
    and Foreclosure
   105




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##### Table of Contents




    first, to pay the expenses of such foreclosure and fees and
    other amounts then payable to the trustee under the indenture
    and the Collateral Documents, and
    thereafter, to pay the principal of, premium, if any, and
    accrued interest on the notes;  provided
   Possession and
    Use  Release of Note
    Liens,  Intercreditor Agreement.
     Certain
    Covenants  Asset Sales.  Release of Note
    Liens.
    Risk Factors  Risks
    Related to the Notes  There may not be sufficient
    collateral to pay all or any of the notes.  Intercreditor
    Agreement.
   106




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##### Table of Contents



Risk Factors  Risks Related to the
    Notes  There may not be sufficient collateral to pay
    all or any of the notes.
  Certain
    Bankruptcy Limitations
      Intercreditor
    Agreement
  First Lien Obligations; Notes Effectively Subordinated to
    First Lien Obligations.
  Relative Priorities. Second Priority Lien First Priority Debt
    Documents Debt Documents i.e. i.e. First Priority Secured Parties Second Priority Secured Parties
 107




---



##### Table of Contents



Prohibition on Contesting Liens. provided
  Exercise of Rights and Remedies;
    Standstill. provided however Standstill Period provided further however
  Automatic Release of Second Priority
    Liens. Release provided
 108




---



##### Table of Contents



Waterfall.
  first
  second
  third
  fourth
  Turnover.
  Insolvency or Liquidation Proceedings.
  Finance and Sale Matters.
    DIP Financing (DIP Financing Liens) pari passu
     109




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##### Table of Contents



Relief from the Automatic Stay.
  Reorganization Securities.
  Post-Petition Interest. provided, however
  Certain Waivers by the Second Priority Secured
    Parties.
 110




---



##### Table of Contents



Certain Voting Matters.
  Postponement of Subrogation.
  Purchase Option. provided Termination Fees
  Optional
    Redemptions
  Optional Redemption Prior to April 1,
    2011.
  Optional Redemption on or After April 1,
    2011.
  Year

Percentage2011


105.125%2012


102.563%2013 and thereafter


100.000%   Optional Redemption Upon Equity
    Offerings.
 111




---



##### Table of Contents



provided
  Selection and Notice.
          Mandatory
    Redemption; Offers to Purchase; Open Market Purchases
   Repurchase upon Change of Control,
     Event of Loss  Certain Covenants  Asset
    Sales.
  Repurchase
    upon Change of Control
  Change of
    Control Offer Change of Control Payment Date Rule 14e-1
 112




---



##### Table of Contents



provided
     Optional
    Redemptions
    Event of
    Loss
             113




---



##### Table of Contents



Excess Loss
    Proceeds. Event of Loss Offer provided pro rata
   Collateral  Release of Note
    Liens,
      Rule 14e-1
  Certain
    Covenants
    Restricted
    Payments
       114




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##### Table of Contents



Restricted Payments ,
    pro forma  Incurrence of Indebtedness and Issuance of
    Preferred Stock
    plus
  provided however  Optional
    Redemption  Optional Redemption Upon Equity
    Offerings, plus
  plus
   115




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##### Table of Contents



plus
          provided
      provided
   116




---



##### Table of Contents



 Incurrence of
    Indebtedness and Issuance of Preferred Stock
          Restricted
    Payments provided
  Incurrence
    of Indebtedness and Issuance of Preferred Stock
  incur provided, however, pro forma pro forma
  Permitted Debt
       117




---



##### Table of Contents



provided, however
      provided, however
         118




---



##### Table of Contents



provided
      provided however
  provided, however
      Incurrence of Indebtedness and Issuance of Preferred
    Stock provided
 119




---



##### Table of Contents



Asset
    Sales
            provided
     120




---



##### Table of Contents



provided 360-day
    Excess Proceeds. pro rata
  Rule 14e-1
   121




---



##### Table of Contents



Liens
    Dividend
    and Other Payment Restrictions Affecting
    Subsidiaries
            provided
      provided provided,
    however
     122




---



##### Table of Contents



provided
   Certain
    Covenants  Liens
       Certain
    Covenants  Incurrence of Indebtedness and Issuance of
    Preferred Stock; provided
    provided
  Merger,
    Consolidation or Sale of Assets
       123




---



##### Table of Contents



pro forma  Certain
    Covenants  Incurrence of Indebtedness and Issuance of
    Preferred Stock;
      Merger, Consolidation or Sale
    of Assets
      Transactions
    with Affiliates
  Affiliate Transaction
       124




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##### Table of Contents



and/or
     Certain
    Covenants  Restricted Payments;
                Business
    Activities
   125




---



##### Table of Contents



Additional
    Note Guarantees
    Designation
    of Restricted and Unrestricted Subsidiaries
   Certain Covenants  Restricted
    Payments
  Limitation
    on Issuances and Sales of Equity Interests in Restricted
    Subsidiaries
       Certain
    Covenants  Asset Sales;
   Certain
    Covenants  Restricted Payments
  Impairment
    of Security Interest
   126




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##### Table of Contents



Payments
    for Consent
    Reports
    to Holders
    Forms 10-Q 10-K
  Form 8-K
      Events of
    Default and Remedies
  Event of Default
     127




---



##### Table of Contents



 Change of
    Control,  Event of Loss  Certain Covenants  Asset
    Sales
   Certain
    Covenants  Mergers, Consolidations or Sale of
    Assets
      Payment Default
                 128




---



##### Table of Contents



60-day
      No
    Personal Liability of Directors, Officers, Employees,
    Stockholders and Members
    Amendment,
    Supplement and Waiver
   129




---



##### Table of Contents



 Optional Redemptions;
                               130




---



##### Table of Contents



Description of Notes Description of Notes
                Governing
    Law
    Legal
    Defeasance and Covenant Defeasance
  (Legal
    Defeasance)
          (Covenant Defeasance) Events of Default
     131




---



##### Table of Contents



 Certain Covenants  Incurrence of
    Indebtedness and Issuance of Preferred Stock  Certain Covenants 
    Liens
          Satisfaction
    and Discharge
         132




---



##### Table of Contents



Concerning
    the Trustee
    Certain
    Definitions
    ABL Facility
  ABL Facility Lien Security Documents
  Acquired Debt
   133




---



##### Table of Contents



Affiliate
  After-Acquired Property
  Applicable Premium  Optional Redemptions  Optional
    Redemption on or After April 1, 2011
  Asset Sale
  provided  Change of
    Control and/or  Certain
    Covenants  Merger, Consolidation or Sale of
    Assets  Certain
    Covenants  Asset Sales
                 Certain
    Covenants  Restricted Payments
   134




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##### Table of Contents



 Certain
    Covenants  Liens
              Asset Sale Offer
  Attributable Debt provided however
  Beneficial Owner Rule 13d-3 Rule 13d-5 Beneficially
    Owns Beneficially Owned
  Board of Directors
          Capital Lease Obligation
  Capital Stock
   135




---



##### Table of Contents



Cash Equivalents
  provided
      A-1 P-1
        Change of Control
  group
     136




---



##### Table of Contents



Change of Control Offer
  Consolidated Cash Flow
  plus
  plus
  plus
  plus
  plus
  plus
  plus
  plus
     137




---



##### Table of Contents



Consolidated Net Income provided
     Certain
    Covenants  Incurrence of Indebtedness and
    Issuance of Preferred Stock
      Continuing Directors
      Credit Facilities
  Credit Facility Agent
  Credit Facility Lien
  Credit Facility Lien Documents
  Credit Facility Obligations
 138




---



##### Table of Contents



Default
  Disqualified Stock  Certain
    Covenants  Restricted Payments; provided further
  Domestic Subsidiary
  Equity Interests
  Equity Offerings
  Event of Loss
          Existing Notes
  Facilities
  Fair Market Value
 139




---



##### Table of Contents



Fixed Charge Coverage Ratio Calculation Date pro forma
    pro forma
             Incurrence of Indebtedness
    and Issuance of Preferred Stock, Rule 11-02 Regulation S-X provided
 140




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##### Table of Contents



Fixed Charges
  plus
  plus
  plus
      Foreign Subsidiary
  GAAP
  Guarantee
  Guarantors
        Hedging Obligations
        Holders
 141




---



##### Table of Contents



Indebtedness
                provided
  Indenture Documents
  Intercreditor Agreement  Intercreditor Agreement
  Investments  Certain
    Covenants  Restricted Payments.  Certain Covenants  Restricted
 142




---



##### Table of Contents



Payments.
  Issue Date
  Lien
  Moodys
  Mortgage
  Net Income
      Net Loss Proceeds
  Net Proceeds
  Non-Facility Assets
 143




---



##### Table of Contents



Non-Recourse Debt
      Note Collateral
  Note Lien
  Note Obligations
  Notes Guarantee
  Obligations
  Obligor
  Officer
  Officers Certificate
  Opinion of Counsel
  Permitted Business
  Permitted Holders
 144




---



##### Table of Contents



Permitted Investments
             Certain Covenants  Asset
    Sales;
                provided however
  provided however
  provided
 145




---



##### Table of Contents



provided
      provided, however
  Permitted Liens
        provided
  provided
      provided
     146




---



##### Table of Contents



provided however
          provided however
           147




---



##### Table of Contents



provided
  provided
            provided
  Permitted Refinancing Indebtedness provided
          Person
  Restricted Investment
 148




---



##### Table of Contents



Restricted Subsidiary
  S&P
  SEC
  Significant Subsidiary Rule 1-02 Regulation S-X,
  Stated Maturity
  Subsidiary
      Treasury Rate provided, however
  Unrestricted Subsidiary
     Certain Covenants 
    Transactions With Affiliates,
     149




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##### Table of Contents



 Certain
    Covenants  Restricted Payments.  Certain
    Covenants  Incurrence of Indebtedness and Issuance of
    Preferred Stock, provided  Certain
    Covenants  Incurrence of Indebtedness and Issuance of
    Preferred Stock, pro forma
  Voting Stock
  Weighted Average Life to Maturity
      Wholly-Owned Restricted Subsidiary
 150




---



##### Table of Contents



MATERIAL
    U.S. FEDERAL INCOME TAX CONSEQUENCES
  General
          Exchange of an Unregistered Note for a Registered Note
    Pursuant to the Exchange Offer
   151




---



##### Table of Contents



PLAN
    OF DISTRIBUTION
       152




---



##### Table of Contents



LEGAL
    MATTERS
    EXPERTS
    AVAILABLE
    INFORMATION
  Form S-4
   153




---



##### Table of Contents



INDEX TO
    HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS
  INDEX TO
    FINANCIAL STATEMENTS
  Sterling
    Chemicals, Inc.
  Audited Financial
    StatementsConsolidated
    Statements of Operations for the years ended December 31,
    2006, 2005 and 2004


F-2Consolidated
    Balance Sheets as of December 31, 2006 and 2005


F-3Consolidated
    Statements of Changes in Stockholders Equity (Deficiency
    in Assets) for the years ended December 31, 2006, 2005 and
    2004


F-4Consolidated
    Statements of Cash Flows for the years ended December 31,
    2006, 2005 and 2004


F-5Notes to
    Consolidated Financial Statements


F-6Report of
    Independent Registered Public Accounting Firm


F-28Unaudited Financial
    StatementsCondensed
    Consolidated Statements of Operations for the six months ended
    June 30, 2007 and 2006


F-29Condensed
    Consolidated Balance Sheets as of June 30, 2007 and
    December 31, 2006


F-30Condensed
    Consolidated Statements of Cash Flows for the six months ended
    June 30, 2007 and 2006


F-31Notes to Condensed
    Consolidated Financial Statements


F-32  F-1




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##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended December 31,2006


2005


2004(Dollars in thousands, except share data)Revenues

$
667,544


$
641,886


$
655,353Cost of goods sold


654,718



653,134



633,009Gross profit (loss)


12,826



(11,248
)


22,344Selling, general and
    administrative expenses


9,968



7,811



11,413Impairment of long-lived assets


127,653







48,463Gain on pension curtailment










(12,944
)Gain on sale of methanol plant










(2,396
)Other expense (income)


(15,724
)






Interest and debt related
    expenses, net of interest income


10,079



10,090



10,427Loss from continuing operations
    before income tax


(119,150
)


(29,149
)


(32,619
)Provision (benefit) for income
    taxes


(14,488
)


(10,641
)


7,262Loss from continuing operations


(104,662
)


(18,508
)


(39,881
)Loss from discontinued operations,
    net of tax


(997
)


(11,060
)


(22,763
)Net loss


(105,659
)


(29,568
)


(62,644
)Preferred stock dividends


8,205



7,014



5,994Net loss attributable to common
    stockholders

$
(113,864
)

$
(36,582
)

$
(68,638
)Loss per share of common stock,
    basic and diluted:Loss from continuing operations

$
(39.91
)

$
(9.03
)

$
(16.24
)Loss from discontinued operations


(0.35
)


(3.91
)


(8.06
)Net loss per share, basic and
    diluted

$
(40.26
)

$
(12.94
)

$
(24.30
)Weighted average shares
    outstanding:Basic and diluted


2,828,460



2,827,795



2,825,000    F-2




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  December 31,2006


2005(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
20,690


$
42,197Accounts receivable, net of
    allowance of $1,987 and $953, respectively


63,289



57,261Inventories, net


62,078



39,094Prepaid expenses and other current
    assets


3,215



4,888Deferred tax asset


3,044



2,802Assets of discontinued operations


20



1,791Total current assets


152,336



148,033Property, plant and equipment, net


83,833



230,018Other assets, net


9,654



8,543Total assets

$
245,823


$
386,594LIABILITIES AND
    STOCKHOLDERS EQUITY (DEFICIENCY IN ASSETS)Current liabilities:Accounts payable

$
39,123


$
43,912Accrued liabilities


22,872



23,690Current portion of long-term debt






Liabilities of discontinued
    operations


217



3,826Total current liabilities


62,212



71,428Long-term debt


100,579



100,579Deferred income tax liability






8,196Deferred credits and other
    liabilities


49,291



77,804Redeemable preferred stock


56,507



48,302Commitments and contingencies
    (Note 9)Stockholders equity:Common stock, $.01 par value


28



28Additional paid-in capital


184,500



192,551Accumulated deficit


(213,614
)


(107,955
)Accumulated other comprehensive
    income (loss)


6,320



(4,339
)Total stockholders equity
    (deficiency in assets)


(22,766
)


80,285Total liabilities and
    stockholders equity (deficiency in assets)

$
245,823


$
386,594    F-3




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF
 CHANGES
    IN STOCKHOLDERS EQUITY (DEFICIENCY IN ASSETS)
  AccumulatedAdditional





OtherCommon Stock


Paid-In


Accumulated


ComprehensiveShares


Amount


Capital


Deficit


Income (Loss)


Total(Amounts in thousands)Balance, December 31, 2003


2,825


$
28


$
205,402


$
(15,743
)

$
(251
)

$
189,436Comprehensive loss:Net loss














(62,644
)


Other comprehensive loss:Pension adjustment


















(715
)Comprehensive loss






















(63,359
)Preferred stock dividends










(5,994
)










(5,994
)Balance, December 31, 2004


2,825


$
28


$
199,408


$
(78,387
)

$
(966
)

$
120,083Comprehensive loss:Net loss














(29,568
)


Other comprehensive loss:Pension adjustment


















(3,373
)Comprehensive loss






















(32,941
)Preferred stock dividends










(7,014
)










(7,014
)Exercised stock options


3







157











157Balance, December 31, 2005


2,828


$
28


$
192,551


$
(107,955
)

$
(4,339
)

$
80,285Comprehensive loss:Net loss














(105,659
)


Other comprehensive loss:Pension adjustment


















3,903Comprehensive loss






















(101,756
)SFAS 158 adoption


















6,756



6,756Preferred stock dividends










(8,205
)










(8,205
)Stock-based compensation










154











154Balance, December 31, 2006


2,828


$
28


$
184,500


$
(213,614
)

$
6,320


$
(22,766
)    F-4




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2006


2005


2004(Dollars in thousands)Cash flows from operating
    activities:Net loss

$
(105,659
)

$
(29,568
)

$
(62,644
)Adjustments to reconcile net loss
    to net cash provided by (used in) operating activities:Depreciation and amortization


30,476



33,342



28,693Interest amortization


400



400



398Impairment of long-lived assets


127,653







70,498Gain on pension curtailment










(12,944
)Lower-of-cost-or-market adjustment






2,738



16,407Deferred tax benefit


(8,438
)


(18,905
)


(16,529
)Gain on disposal of property,
    plant and equipment


(4,917
)






(2,396
)Other


154



156



1Change in assets/liabilities:Accounts receivable


(5,085
)


54,850



(25,509
)Inventories


(22,608
)


45,772



(42,804
)Prepaid expenses


1,673



(690
)


2,232Other assets


(2,105
)


(1,003
)


(3,650
)Accounts payable


(4,140
)


(23,348
)


2,427Accrued liabilities


(3,758
)


4,396



(1,879
)Other liabilities


(17,854
)


(33
)


286Net cash provided by (used in)
    operating activities


(14,208
)


68,107



(47,413
)Cash flows from investing
    activities:Capital expenditures


(11,547
)


(9,460
)


(14,771
)Insurance proceeds relating to
    property, plant and equipment


1,960







Cash used for dismantling


(669
)


(667
)


Net proceeds from the sale of
    fixed assets


2,957







4,017Net cash used in investing
    activities


(7,299
)


(10,127
)


(10,754
)Net cash provided by (used in)
    financing activities  net borrowings (repayments)
    under the revolving credit facility






(17,684
)


17,684Net increase (decrease) in cash


(21,507
)


40,296



(40,483
)Cash and cash equivalents
    beginning of period


42,197



1,901



42,384Cash and cash equivalents end of
    year

$
20,690


$
42,197


$
1,901Supplement disclosures of cash
    flow information:Interest paid, net of interest
    income received

$
10,508


$
10,726


$
10,957Cash paid for income taxes


60



59



50    F-5




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation and Summary of Significant Accounting
    Policies  290-acre 50 50
  Principles
    of Consolidation
    Cash
    and Cash Equivalents
    Allowance
    for Doubtful Accounts
    Inventories
  first-in,
  Property,
    Plant and Equipment
   F-6




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Plant
    Turnaround Costs
    Long-Lived
    Assets
    Debt
    Issue Costs
    Income
    Taxes
    Environmental
    Costs
    Revenue
    Recognition
   F-7




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Earnings
    (Loss) Per Share
    Disclosures
    about Fair Value of Financial Instruments
    Accounting
    Estimates
    2.
    Stock-Based
    Compensation Plan    No. 123-Revised
     F-8




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31, 2006


December 31, 2005


December 31, 2004Weighted-Average





Weighted-Average





Weighted-AverageShares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of year


278,500


$
31.60



294,334


$
31.60



326,000


$
31.60Granted


















27,500



31.60Exercised










(15,834
)


31.60



(59,166
)


31.60Outstanding at end of year


278,500


$
31.60



278,500


$
31.60



294,334


$
31.60Options exercisable at end of year


269,333







176,500







99,500     2004Expected life (years)


10.0Expected volatility


42.0
%Expected dividend yield


Risk-free interest rate


3.85
%Weighted-average fair value of
    options granted during the year

$
12.95     For the Year Ended December 31,2005


2004(Dollars in thousands, except share data)Net loss attributable to common
    stockholders, as reported

$
(36,582
)

$
(68,638
)Add: Stock-based employee
    compensation expense included in reported net loss, net of
    related tax effects


157



Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related tax effects


(606
)


(1,147
)Pro forma net loss

$
(37,031
)

$
(69,785
)Loss per share attributable to
    common stockholders:As reported

$
(12.94
)

$
(24.30
)Pro forma


(13.10
)


(24.70
)   3.
    Discontinued
    Operations   F-9




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ended December 31,2006


2005(Dollars in thousands)Assets of discontinued
    operations:Accounts receivable, net

$
20


$
963Inventories






376Other assets






452Total

$
20


$
1,791Liabilities of discontinued
    operations:Accrued liabilities

$
217


$
3,826     Year Ended December 31,2006

2005

2004(Dollars in thousands)Revenues

$
258


$
43,374


$
196,309Loss before income taxes


1,135



17,420



42,025     Accrued as of








Accrued as ofAccrued


Cash


December 31,


Accrued in


Cash


December 31,in 2005


Payments


2005


2006


Payments


2006Severance accrual

$
568


$
(91
)

$
477


$
386


$
(646
)

$
217DSIDA contractual obligation


2,853







2,853



147



(3,000
)


DSIDA dismantling costs


496







496



62



(558
)


Totals

$
3,917


$
(91
)

$
3,826


$
595


$
(4,204
)

$
217     
    a prior force majeure dispute among the parties was settled;
    most of the acrylonitrile-related agreements between the parties
    were terminated as of May 31, 2005, including the Amended
    and Restated Production Agreement dated March 31, 1998, the
    Joint Venture Agreement dated March 31, 1998, the
    Acrylonitrile Expanded Relationship and Master Modification
    Agreement dated June 19, 2003 and the European Distribution
    Agreement dated March 31, 1998;
    we assigned our interest in ANEXCO, LLC to Innovene
    Chemicals; and F-10




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    we and Innovene Chemicals entered into amended and restated
    versions of our acrylonitrile License Agreement and Catalyst
    Sales Contract.    4.
    Detail of
    Certain Balance Sheet Accounts  December 31,2006


2005(Dollars in thousands)Inventories:Finished products

$
38,485


$
30,162Raw materials


17,841



7,974Inventories at
    lower-of-cost-or-market


56,326



38,136Inventories under exchange
    agreements


1,818



(2,807
)Stores and supplies (net of
    obsolescence reserve of $2,149 and $2,573, respectively)


3,934



3,765$
62,078


$
39,094Property, plant and equipment, net:Land

$
7,149


$
7,149Buildings


4,506



4,497Plant and equipment


306,352



286,049Construction in progress


1,761



12,993Less: accumulated depreciation


(235,935
)


(80,670
)$
83,833


$
230,018Other assets, net:S&L Cogen joint venture

$
4,733


$
3,567Deferred catalyst


1,959



2,156Long-term deferred tax asset


641



Other


2,321



2,820$
9,654


$
8,543Accrued liabilities:Employee compensation and benefits

$
13,434


$
12,164Property taxes


4,301



5,236Other


5,137



6,290$
22,872


$
23,690Deferred credits and other
    liabilities:Accrued postretirement, pension
    and post employment benefits

$
35,596


$
62,885Deferred revenue


8,000



9,000Other


5,695



5,919$
49,291


$
77,804  F-11




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Valuation
    and Qualifying Accounts    December 31,2006


2005


2004Allowance for doubtful accounts:Balance at beginning of year

$
953


$
3,092


$
2,592Add: bad debt expense/(credit)


1,049



(2,133
)


500Deduct: written-off accounts


(15
)


(6
)


Balance at end of year

$
1,987


$
953


$
3,092Reserve for inventory obsolescence:Balance at beginning of year

$
2,573


$
1,938


$
1,370Add: obsolescence accrual


81



1,492



969Deduct: disposal of inventory


(505
)


(857
)


(401
)Balance at end of year

$
2,149


$
2,573


$
1,938   6.
    Debt    3 8
   F-12




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              No. 95-22,
 F-13




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Debt
    Maturities
    7.
    Income
    Taxes    Year Ended December 31,2006


2005


2004(Dollars in thousands)Benefit for income taxes at
    statutory rates

$
(42,100
)

$
(16,299
)

$
(26,125
)Non-deductible expenses


19



19



26Non-deductible goodwill impairment










16,962State income taxes


(1,262
)


(956
)


(1,933
)Change in valuation allowance


27,621







Other


1,096



235



(930
)Effective tax benefit

$
(14,626
)

$
(17,001
)

$
(12,000
)     Year Ended December 31,2006


2005


2004(Dollars in thousands)Tax expense  continuing
    operations

$
(14,488
)

$
(10,641
)

$
7,262Tax expense 
    discontinued operations


(138
)


(6,360
)


(19,262
)Total tax benefit

$
(14,626
)

$
(17,001
)

$
(12,000
)     Year Ended December 31,2006


2005


2004(Dollars in thousands)Current federal

$
299


$



$
Deferred federal


(13,685
)


(16,066
)


(10,105
)State income taxes


(1,240
)


(935
)


(1,895
)Total tax benefit

$
(14,626
)

$
(17,001
)

$
(12,000
)  F-14




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2006


2005(Dollars in thousands)Deferred tax assets:Accrued liabilities

$
1,292


$
787Accrued postretirement cost


7,518



12,552Accrued pension cost


4,537



10,770Tax loss and credit carry forwards


32,506



46,734State deferred taxes


77



Other


3,797



2,385Total deferred tax assets

$
49,727


$
73,228Deferred tax liabilities:Property, plant and equipment

$
(16,458
)

$
(66,571
)State deferred taxes






(3,219
)Subtotal


(16,458
)


(69,790
)Less: valuation allowance


(29,584
)


(8,832
)Total deferred tax liabilities


(46,042
)


(78,622
)Net deferred tax assets
    (liabilities)

$
3,685


$
(5,394
)     8.
    Employee
    Benefits    Retirement
    Benefit Plans
   F-15




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of December 31,2006


2005Equities


64
%


57
%Bonds


23
%


38
%Other


13
%


5
%Total


100
%


100
%     December 31,2006


2005(Dollars in thousands)Change in projected benefit
    obligation:Benefit obligation at beginning of
    year

$
125,694


$
119,682Service cost


593



622Interest cost


7,610



6,993Actuarial loss


820



6,259Benefits paid


(8,582
)


(7,862
)Benefit obligation at end of year

$
126,135


$
125,694   December 31,2006


2005(Dollars in thousands)Change in plan assets:Fair value at beginning of year

$
95,690


$
89,250Actual return on plan assets


14,684



7,643Employer contributions


7,862



6,659Benefits paid


(8,582
)


(7,862
)Fair value at end of year

$
109,654


$
95,690Reconciliation of amounts
    recognized:Funded status

$
(16,481
)

$
(30,004
)Unrecognized actuarial loss






6,874Net amount recognized

$
(16,481
)

$
(23,130
)   F-16




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,2006


2005Amounts recognized in the balance
    sheet consist of:Current liabilities

$
(8,270
)

$
(7,602
)Non-current liabilities


(8,211
)


(22,357
)Accumulated other comprehensive
    income






6,829Net amount recognized in financial
    position

$
(16,481
)

$
(23,130
)   December 31,2006Amount recognized in accumulated
    other comprehensive loss consists of (pre-tax):Net loss

$
(764
)Prior service costs


Net amount recognized in
    accumulated other comprehensive loss

$
(764
)         Year Ended December 31,2006


2005


2004(Dollars in thousands)Components of net pension costs:Service cost-benefits earned
    during the year

$
593


$
622


$
3,466Interest on prior years
    projected benefit obligation


7,610



6,993



7,561Expected return on plan assets


(7,767
)


(6,641
)


(5,934
)Net amortization of actuarial loss
    (gain)


13



8



Settlement/curtailment










(12,944
)Net pension costs

$
449


$
982


$
(7,851
)Weighted-average assumptions:Discount rate


5.75
%


5.75
%


6.25
%Rates of increase in salary
    compensation level


3.50
%


5.00
%


5.00
%Expected long-term rate of return
    on plan assets


7.50
%


7.50
%


7.50
%   Postretirement
    Benefits Other than Pensions
   F-17




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            December 31,2006


2005(Dollars in thousands)Change in projected benefit
    obligation:Benefit obligation at beginning of
    year

$
27,834


$
27,745Service cost


174



208Interest cost


1,463



1,558Plan amendments






46Actuarial loss (gain)


(1,728
)


1,392Benefits paid


(1,801
)


(3,115
)Benefit obligation at end of year

$
25,942


$
27,834Funded plan assets

$



$
Funded status at end of year

$
(25,942
)

$
(27,834
)Unrecognized cost:Actuarial loss






6,048Plan amendment/prior service cost






(15,691
)Accrued benefit cost

$
(25,942
)

$
(37,477
)   F-18




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,2006Amounts recognized in accumulated
    other comprehensive income (loss) consist of (pre-tax):Net loss

$
(3,695
)Plan amendment/prior service costs


14,257Net amount recognized in
    accumulated other comprehensive income (loss)

$
(10,562
)     Year Ended December 31,2006


2005


2004(Dollars in thousands)Components of net plan costs:Service cost

$
174


$
208


$
310Interest cost


1,463



1,558



1,864Net amortization:Actuarial loss


99



333



21Plan amendment/prior service costs


(1,434
)


(1,485
)


(1,223
)Curtailment and special
    termination benefits






(1,727
)


(1,418
)Net plan costs (benefit)

$
302


$
(1,113
)

$
(446
)Weighted-average assumptions:Discount rate


5.75
%


5.75
%


5.75
%     1% Increase

1% Decrease(Dollars in thousands)Effect on total of service and
    interest cost components

$
34


$
(30
)Effect on post-retirement benefit
    obligation


619



(547
)    F-19




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other PostretirementPension Plan


Benefits PlanIncrease (decrease) in liabilities

$
87


$
(10,562
)Increase (decrease) in accumulated
    other comprehensive income


(56
)


6,812Increase (decrease) in deferred
    income tax liabilities


(31
)


3,750   Estimated
    Future Benefits Payable
    OtherPostretirementPensions-Hourly


Pensions-Salaried


Benefits


Total2007

$
3,414


$
4,299


$
1,275


$
8,9882008


3,270



4,327



1,214



8,8112009


3,158



4,449



1,178



8,7852010


2,952



4,570



2,225



9,6472011


2,941



4,755



2,179



9,8752012-2016


16,361



26,204



10,567



53,132Total

$
32,096


$
48,604


$
18,638


$
99,238   Savings
    and Investment Plan
    Bonus
    Plan and Gain Sharing Plan
   F-20




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Key
    Employee Protection Plan
        gross-up gross-up gross-up gross-up
 F-21




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Severance
    Pay Plan
          9.
    Commitments
    and Contingencies  Product
    Contracts
   F-22




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Lease
    Commitments
    Environmental,
    Health and Safety
        1-hour 1-hour 1-hour 1-hour 8-hour 8-hour 8-hour 8-hour 8-hour 8-hour
 F-23




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    Proceedings
     F-24




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. H-07-0625
    10.
    Sales
    Information    Year Ended December 31,2006


2005


2004(Dollars in thousands)Sales by product:Acetic acid

$
98,344


$
86,125


$
81,069Styrene


524,665



513,788



529,729Plasticizers


44,535



41,973



44,555Major customers:BP Chemicals

$
98,344


$
86,125


$
81,069Customer A


111,075



93,752



127,956Customer B


144,278



124,149



116,912Customer C


67,802



77,570



*Export sales:Export revenues

$
69,926


$
143,448


$
152,211Percentage of total revenues


10
%


22
%


23
%     *
    
    Does not comprise more than 10% of total revenue for the periods
    indicated, therefore not presented.  11.
    Financial
    Instruments  Concentrations
    of Risk
   F-25




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value of Financial Instruments
    12.
    Capital
    Stock        
    the liquidation preference for such shares (plus accrued and
    unpaid dividends);
    in the event of a merger or consolidation, the fair market value
    of the consideration that would have been received in such
    merger or consolidation in respect of the shares of our common
    stock into which such shares of Series A Preferred Stock
    were convertible immediately prior to such merger or
    consolidation had such shares of Series A Preferred Stock
    been converted prior thereto; or
    in the event of some other specified change of control, the
    current market value of the shares of our common stock into
    which such shares of Series A Preferred Stock were
    convertible immediately prior to such change of control had such
    shares of Series A Preferred Stock been converted prior
    thereto (plus accrued and unpaid dividends).   F-26




---



##### Table of Contents



STERLING
    CHEMICALS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Related
    Party Transactions    14.
    New
    Accounting Standards   F-27




---



##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                F-28




---



##### Table of Contents



STERLING
    CHEMICALS, INC.
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  Six Months Ended June 30,2007


2006(Unaudited)(Dollars in thousands,except share data)Revenues

$
450,604


$
287,056Cost of goods sold


430,961



293,426Gross profit (loss)


19,643



(6,370
)Selling, general and
    administrative expenses


7,395



3,780Other (income) expense


839



(3,724
)Interest and debt related
    expenses, net of interest income


7,745



4,903Income (loss) from continuing
    operations before income tax


3,664



(11,329
)Provision (benefit) for income
    taxes






(4,332
)Income (loss) from continuing
    operations

$
3,664


$
(6,997
)Loss from discontinued operations
    (net of tax benefit of zero, $364, zero and $1,085, respectively)


1,441



1,751Net income (loss)

$
2,223


$
(8,748
)Preferred stock
    dividends


4,611



3,941Net loss attributable to common
    stockholders

$
(2,388
)

$
(12,689
)Income (loss) per share of common
    stock, basic and diluted:Income (loss) from continuing
    operations

$
(0.33
)

$
(3.87
)Loss from discontinued operations,
    net of tax


(0.51
)


(0.62
)Earnings per share, basic and
    diluted

$
(0.84
)

$
(4.49
)Weighted average shares
    outstanding:Basic and diluted :


2,828,460



2,828,463    F-29




---



##### Table of Contents



STERLING
    CHEMICALS, INC.
  CONDENSED CONSOLIDATED BALANCE SHEETS
  June 30,


December 31,2007


2006(Unaudited)(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
57,142


$
20,690Accounts receivable, net of
    allowance of $2,118 and $1,987, respectively


92,667



63,289Inventories, net


41,401



62,078Prepaid expenses


1,186



3,215Deferred tax asset


3,044



3,044Assets of discontinued operations






20Total current assets


195,440



152,336Property, plant and equipment, net


82,883



83,833Other assets, net


16,635



9,654Total assets

$
294,958


$
245,823LIABILITIES AND
    STOCKHOLDERS DEFICIENCY IN ASSETSCurrent liabilities:Accounts payable

$
43,851


$
39,123Accrued liabilities


21,831



22,872Current portion of long-term debt






Liabilities of discontinued
    operations


217



217Total current liabilities


65,899



62,212Long-term debt


150,000



100,579Deferred tax liability


3,044



Deferred credits and other
    liabilities


37,250



49,291Redeemable preferred stock


61,118



56,507Commitments and contingencies
    (Note 6)Stockholders equity:Common stock, $.01 par value


28



28Additional paid-in capital


179,909



184,500Accumulated deficit


(211,391
)


(213,614
)Accumulated other comprehensive
    income


9,101



6,320Total stockholders
    deficiency in assets


(22,353
)


(22,766
)Total liabilities and
    stockholders deficiency in assets

$
294,958


$
245,823    F-30




---



##### Table of Contents



STERLING
    CHEMICALS, INC.
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  Six Months Ended June 30,2007


2006(Unaudited)(Dollars in thousands)Cash flows from operating
    activities:Net income (loss)

$
2,223


$
(8,748
)Adjustments to reconcile net
    income (loss) to net cash provided by (used in) operating
    activities:Depreciation and amortization


5,490



16,255Interest amortization


375



200Lower-of-cost-or-market adjustment


1,318



Loss on investment


839



Gain on disposal of property,
    plant and equipment


(182
)


Deferred tax benefit






(5,477
)Other


20



115Change in assets/liabilities:Accounts receivable


(29,358
)


4,454Inventories


19,359



(10,051
)Prepaid expenses


2,029



1,882Other assets


1,976



(1,512
)Accounts payable


5,243



(14,432
)Accrued liabilities


(1,041
)


(6,597
)Other liabilities


(9,260
)


(4,778
)Net cash used in operating
    activities


(969
)


(28,689
)Cash flows used in investing
    activities:Capital expenditures


(4,350
)


(8,093
)Proceeds from the sale of assets


182



Cash used for methanol dismantling






(94
)Net cash used in investing
    activities


(4,168
)


(8,187
)Cash flows from financing
    activities:Repayment of tendered Old Secured
    Notes


(100,579
)


Proceeds from the issuance of New
    Secured Notes


150,000



Debt issuance costs


(7,832
)


Net cash provided by financing
    activities


41,589



Net increase (decrease) in cash


36,452



(36,876
)Cash and cash
    equivalents  beginning of year


20,690



42,197Cash and cash
    equivalents  end of period

$
57,142


$
5,321Supplemental disclosures of cash
    flow information:Interest paid, net of interest
    income received

$
4,001


$
5,204Cash paid for income taxes


299



60    F-31




---



##### Table of Contents



STERLING
    CHEMICALS, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  1.
    Basis of
    Presentation  Form 10-K
  2.
    Stock-Based
    Compensation      3.
    Discontinued
    Operations      June 30,


December 31,2007


2006(Dollars in thousands)Assets of discontinued
    operations:Accounts receivable, net

$



$
20Liabilities of discontinued
    operations:Accrued liabilities


217



217  F-32




---



##### Table of Contents



STERLING
    CHEMICALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Six MonthsThree Months Ended June 30,


Ended June 30,2007


2006


2007


2006(Dollars in thousands)Revenues

$



$
154


$



$
1,005Loss before income taxes


887



860



1,441



2,836     Accrued as of


Additional





Accrued as ofDecember 31, 2006


Accruals


Cash Payments


June 30, 2007Severance accrual

$
217


$



$



$
217   4.
    Inventories  June 30,


December 31,2007


2006(Dollars in thousands)Inventories:Finished products

$
15,339


$
38,485Raw materials


21,953



17,841Inventories at
    lower-of-cost-or-market


37,292



56,326Inventories under exchange
    agreements


43



1,818Stores and supplies, net


4,066



3,934$
41,401


$
62,078   5.
    Long-Term
    Debt    1 4
 F-33




---



##### Table of Contents



STERLING
    CHEMICALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  90-day
         F-34




---



##### Table of Contents



STERLING
    CHEMICALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 95-22,
    6.
    Commitments
    and Contingencies  Product
    Contracts:
    Environmental
    Regulations:
         F-35




---



##### Table of Contents



STERLING
    CHEMICALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1-hour 1-hour 1-hour 1-hour 8-hour 8-hour 8-hour 8-hour 8-hour 8-hour 8-hour
  Legal
    Proceedings:
     F-36




---



##### Table of Contents



STERLING
    CHEMICALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. H-07-0625
   F-37




---



##### Table of Contents



STERLING
    CHEMICALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Income
    Taxes        8.
    Pension
    Plans and Other Postretirement Benefits    Three Months Ended June 30,


Six Months Ended June 30,2006


2007


2006


2007(Dollars in thousands)Service cost

$
153


$
131


$
305


$
325Interest cost


1,782



1,810



3,565



3,615Expected return on plan assets


(2,025
)


(1,750
)


(4,050
)


(3,500
)Curtailment gain


(100
)






(100
)


Net pension costs (benefit)

$
(190
)

$
191


$
(280
)

$
440     Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006(Dollars in thousands)Service cost

$
19


$
41


$
65


$
94Interest cost


329



387



693



775Amortization of unrecognized costs


(375
)


(288
)


(717
)


(576
)Net plan costs (benefit)

$
(27
)

$
140


$
41


$
293  F-38




---



##### Table of Contents



STERLING
    CHEMICALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    New
    Accounting Standards     F-39




---



##### Table of Contents



Sterling
    Chemicals, Inc.
  
  Offer to
    Exchange
    all outstanding
    101/4% Senior
    Secured Notes Due 2015
    ($150,000,000 aggregate amount outstanding)
    for
    101/4% Senior
    Secured Notes Due 2015
    which have been registered under the Securities Act
  Prospectus
         , 2007
    By Mail:

By Facsimile:

By Hand:U. S. Bank National
    Association
    Westside Operations Center
    60 Livingston Avenue
    St. Paul, MN 55107
    Attention: Specialized Finance

(651) 495-8158
    Attention: Specialized Finance

U. S. Bank National
    Association
    Westside Operations Cente
    60 Livingston Avenue
    St. Paul, MN 55107
    Attention: Specialized FinanceTo Confirm by
    Telephone:(800) 934-6802Attention: Specialized
    Finance




---



##### Table of Contents



PART II
  Information
    Not Required in the Prospectus
  Item 20.
    Indemnification
    of Directors and Officers.           II-1




---



##### Table of Contents



Item 21.
    Exhibits
    and Financial Statement Schedules  Number



Exhibit2.1



Certificate of Ownership and
    Merger merging Sterling Chemicals Holdings, Inc. into Sterling
    Chemicals, Inc. (incorporated herein by reference from
    Exhibit 2.1 to our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2002).2.2



Joint Plan of Reorganization of
    Sterling Chemicals Holdings, Inc., et al., dated
    October 14, 2002 (incorporated herein by reference from
    Exhibit 2.1 to our
    Form 8-K
    filed on November 26, 2002).2.3



First Modification to Joint Plan
    of Reorganization of Sterling Chemicals Holdings, Inc., et al.,
    dated November 18, 2002 (incorporated herein by reference
    from Exhibit 2.2 to our
    Form 8-K
    filed on November 26, 2002).3.1



Amended and Restated Certificate
    of Incorporation of Sterling Chemicals, Inc. (conformed copy)
    (incorporated herein by reference from Exhibit 3.1 to our
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2005).3.2



Restated Certificate of
    Designations, Preferences, Rights and Limitations of
    Series A Convertible Preferred Stock of Sterling Chemicals,
    Inc. (incorporated herein by reference from Exhibit 3.2 to
    our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003).3.3



Restated Bylaws of Sterling
    Chemicals, Inc. (conformed copy) (incorporated herein by
    reference from Exhibit 3.3 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).4.1



Warrant Agreement dated as of
    December 19, 2002 by and between Sterling Chemicals, Inc.,
    and Wells Fargo Bank Minnesota, N.A., as warrant agent
    (incorporated herein by reference from Exhibit 5 to our
    Form 8-A
    filed on December 19, 2002).4.2



Registration Rights Agreement
    dated as of December 19, 2002 by and between Sterling
    Chemicals, Inc. and Resurgence Asset Management, L.L.C.
    (incorporated herein by reference from Exhibit 7 to our
    Form 8-A
    filed on December 19, 2002).4.3



Tag Along Agreement dated as of
    December 19, 2002 by and among Sterling Chemicals, Inc.,
    Resurgence Asset Management, L.L.C. and the Official Committee
    of the Unsecured Creditors (incorporated herein by reference
    from Exhibit 8 to our
    Form 8-A
    filed on December 19, 2002).4.4



Indenture dated December 19,
    2002 by and among Sterling Chemicals, Inc., as Issuer, Sterling
    Chemicals Energy, Inc., as Guarantor, and National City Bank, as
    Trustee, governing the 10% Senior Secured Notes due 2007 of
    Sterling Chemicals, Inc. (incorporated herein by reference from
    Exhibit T3-C
    to Amendment No. 3 to our
    Form T-3
    filed on December 19, 2002).4.5



Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Fixture Filing dated
    December 19, 2002 made by Sterling Chemicals, Inc., as
    Trustor, to Thomas S. Henderson, as Individual Trustee for the
    benefit of National City Bank, in its capacity as described
    therein, as Beneficiary (incorporated herein by reference from
    Exhibit 4.2 to our Transition Report on
    Form 10-Q
    for the transition period ended December 31, 2002). II-2




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##### Table of Contents



Number



Exhibit4.6



Security Agreement dated as of
    December 19, 2002 by and among Sterling Chemicals, Inc. and
    Sterling Chemicals Energy, Inc., as Assignors, National City
    Bank, as Collateral Agent, and National City Bank, as Indenture
    Trustee for the benefit of the holders the 10% Senior
    Secured Notes due 2007 of Sterling Chemicals, Inc. (incorporated
    herein by reference from Exhibit 4.3 to our Transition
    Report on
    Form 10-Q
    for the transition period ended December 31, 2002).4.7



Supplemental Indenture dated
    March 15, 2007 to the Indenture dated December 19,
    2002 by and among Sterling Chemicals, Inc., Sterling Chemicals
    Energy, Inc. and U. S. Bank National Association, successor to
    National City Bank, as Trustee (incorporated by reference from
    Exhibit 10.1 to our
    Form 8-K
    filed on March 16, 2007).4.8



Indenture dated March 29,
    2007 by and among Sterling Chemicals, Inc., as Issuer, Sterling
    Chemicals Energy, Inc., as Guarantor, and U. S. Bank National
    Association, as Trustee and Collateral Agent, governing the
    101/4% Senior
    Secured Notes due 2015 of Sterling Chemicals, Inc. (incorporated
    by reference from Exhibit 4.2 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).4.9



Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Fixture Filing dated
    March 29, 2007 made by Sterling Chemicals, Inc., Trustor,
    to Stanley Keeton, an Individual Trustee, for the benefit of U.
    S. Bank National Association, as Collateral Agent, Beneficiary
    (incorporated by reference from Exhibit 4.3 to our
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).4.10



Security Agreement dated as of
    March 29, 2007 by and among Sterling Chemicals, Inc. and
    Sterling Chemicals Energy, Inc., as Assignors, U. S. Bank
    National Association, as Collateral Agent, and U. S. Bank
    National Association, as Indenture Trustee for the benefit of
    the holders the
    101/4% Senior
    Secured Notes due 2015 of Sterling Chemicals, Inc. (incorporated
    by reference from Exhibit 4.4 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).4.11



Pledge Agreement dated as of
    March 29, 2007 by Sterling Chemicals, Inc. and Sterling
    Chemicals Energy, Inc. in favor of U. S. Bank National
    Association, as Collateral Agent for the Secured Parties
    (incorporated by reference from Exhibit 4.5 to our
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).4.12



Registration Rights Agreement
    dated as of March 29, 2007 by and among Sterling Chemicals,
    Inc., as the Company, Sterling Chemicals Energy, Inc., as
    Guarantor, and Jefferies & Company, Inc. and CIBC
    World Markets Corp., as the Initial Purchasers of the
    101/4% Senior
    Secured Notes due 2015 of Sterling Chemicals, Inc. (incorporated
    by reference from Exhibit 4.6 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007)5.1*



Opinion of Akin Gump Strauss
    Hauer & Feld LLP.10.1



Amended and Restated Revolving
    Credit Agreement dated as of March 29, 2007 by and among
    Sterling Chemicals, Inc. and Sterling Chemicals Energy, Inc., as
    Borrowers, the various financial institutions as are or may
    become parties thereto from time to time, as the Lenders, and
    The CIT Group/Business Credit, Inc., as the Administrative Agent
    for the Lenders, and Wachovia Bank, National Association, as
    Documentation Agent (incorporated by reference from
    Exhibit 4.2 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).10.2



Amended and Restated Security
    Agreement dated as of March 29, 2007 made by Sterling
    Chemicals, Inc. and Sterling Chemicals Energy, Inc., as
    Grantors, in favor of The CIT Group/Business Credit, Inc., as
    Administrative Agent for the Secured Parties (incorporated by
    reference from Exhibit 10.2 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).10.3



Amended and Restated Pledge
    Agreement dated as of March 29, 2007 made by Sterling
    Chemicals, Inc. and Sterling Chemicals Energy, Inc., as
    Pledgors, in favor of The CIT Group/Business Credit, Inc., as
    Administrative Agent for the Secured Parties (incorporated by
    reference from Exhibit 10.3 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007). II-3




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##### Table of Contents



Number



Exhibit10.4



Intercreditor Agreement dated as
    of March 29, 2007 among Sterling Chemicals, Inc. and
    Sterling Chemicals Energy, Inc., as Borrowers, The CIT
    Group/Business Credit, Inc., as First Lien Collateral Agent, and
    U. S. Bank National Association, as Second Lien Collateral Agent
    (incorporated by reference from Exhibit 10.4 to our
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).10.5



Articles of Agreement between
    Sterling Chemicals, Inc., its successors and assigns, and Texas
    City, Texas Metal Trades Council, AFL-CIO Texas City, Texas,
    May 1, 2007 to May 1, 2012 (incorporated by reference
    from Exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).10.6



Sterling Chemicals, Inc. Amended
    and Restated 2002 Stock Plan (incorporated herein by reference
    to Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2006).10.7



Fifth Amended and Restated Key
    Employee Protection Plan (incorporated herein by reference from
    Exhibit 10.2 to our Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2006).10.8



Third Amended and Restated
    Severance Pay Plan (incorporated herein by reference from
    Exhibit 10.7 to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003).10.9



Sterling Chemicals, Inc. Amended
    and Restated Salaried Employees Pension Plan (incorporated
    herein by reference from Exhibit 10.3 to our Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2006).10.9(a)



First Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Salaried Employees
    Pension Plan (incorporated herein by reference from
    Exhibit 10.7(a) to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006).10.10



Sterling Chemicals, Inc. Pension
    Benefit Equalization Plan (incorporated herein by reference from
    Exhibit 10.10 to our Registration Statement on
    Form S-1
    (Registration
    No. 33-24020)).10.10(a)



First Amendment to Sterling
    Chemicals, Inc. Pension Benefit Equalization Plan (incorporated
    herein by reference from Exhibit 10.9(a) to our Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2004).10.11



Sterling Chemicals, Inc. Amended
    and Restated Supplemental Employee Retirement Plan (incorporated
    herein by reference from Exhibit 10.34 to our Annual Report
    on
    Form 10-K
    for the fiscal year ended September 30, 1989 (SEC File
    Number 1-10059)).10.11(a)



First Amendment to Sterling
    Chemicals, Inc. Amended and Restated Supplemental Employee
    Retirement Plan (incorporated herein by reference from
    Exhibit 10.10(a) to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004).10.12



Sterling Chemicals, Inc. Amended
    and Restated Hourly Paid Employees Pension Plan (Effective
    as of May 1, 1996) (incorporated herein by reference from
    Exhibit 10.3(c) to our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 1996 (SEC File
    Number
    333-04343-01)).10.12(a)



First Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Hourly Paid Employees
    Pension Plan (Effective as of December 31, 1998)
    (incorporated herein by reference from Exhibit 10.7(a) to
    our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2000).10.12(b)



Second Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Hourly Paid Employees
    Pension Plan (Effective as of December 17, 1998)
    (incorporated herein by reference from Exhibit 10.7(b) to
    our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2000).10.12(c)



Third Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Hourly Paid Employees
    Pension Plan (Effective as of September 20, 1999)
    (incorporated herein by reference from Exhibit 10.7(c) to
    our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2000). II-4




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##### Table of Contents



Number



Exhibit10.12(d)



Fourth Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Hourly Paid Employees
    Pension Plan (incorporated herein by reference from
    Exhibit 10.4 to our Transition Report on
    Form 10-Q
    for the transition period ended December 31, 2002).10.12(e)



Fifth Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Hourly Paid Employees
    Pension Plan (incorporated herein by reference from
    Exhibit 10.5 to our Transition Report on
    Form 10-Q
    for the transition period ended December 31, 2002).10.12(f)



Sixth Amendment to the Sterling
    Chemicals, Inc. Hourly Paid Employees Pension Plan
    (incorporated herein by reference from Exhibit 10.3 to our
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2003).10.12(g)



Seventh Amendment to the Sterling
    Chemicals, Inc. Hourly Paid Employees Pension Plan
    (incorporated herein by reference from Exhibit 10.11(g) to
    our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003).10.12(h)



Eighth Amendment to the Sterling
    Chemicals, Inc. Hourly Paid Employees Pension Plan
    (incorporated herein by reference from Exhibit 10.3 to our
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2004).10.12(i)



Ninth Amendment to the Sterling
    Chemicals, Inc. Hourly Paid Employees Pension Plan
    (incorporated herein by reference from Exhibit 10.3 to our
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2005).10.12(j)



Tenth Amendment to the Sterling
    Chemicals, Inc. Hourly Paid Employees Pension Plan
    (incorporated herein by reference from Exhibit 10.6 to our
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2007).10.13



Sterling Chemicals, Inc. Seventh
    Amended and Restated Savings and Investment Plan (incorporated
    herein by reference from Exhibit 10.3 to our Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2006).10.13(a)



First Amendment to the Seventh
    Amended and Restated Savings and Investment Plan (incorporated
    herein by reference from Exhibit 10.11(a) to our Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2006).10.14



Bonus Plan (incorporated herein by
    reference from Exhibit 10.12 to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005).10.15



Form of Indemnity Agreement with
    each of its officers and directors (incorporated herein by
    reference from Exhibit 10.17 to our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 1996 (SEC File
    Number
    333-04343-01)).10.16



Separation Agreement effective as
    of May 31, 2005 by and among Sterling Chemicals, Inc.,
    O&D USA LLC (d/b/a Innovene Chemicals), ANEXCO, LLC and BP
    Amoco Chemical Company (incorporated herein by reference from
    Exhibit 10.1 to our
    Form 8-K
    filed on May 31, 2005).10.17



Second Amended and Restated
    Production Agreement dated effective as of August 1, 1996
    between BP Chemicals Inc. (predecessor in interest to BP Amoco
    Chemical Company) and Sterling Chemicals, Inc. (incorporated
    herein by reference from Exhibit 10.3 to our Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 1998 (SEC File
    Number
    333-04343-01)).10.17(a)



Amendment to Second Amended and
    Restated Production Agreement dated as of March 1, 2001
    between BP Chemicals Inc. (predecessor in interest to BP Amoco
    Chemical Company) and Sterling Chemicals, Inc. (incorporated
    herein by reference from Exhibit 10.1 to our Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2001).10.17(b)



Amendment to Second Amended and
    Restated Production Agreement dated effective as of
    April 1, 2005 between BP Amoco Chemical Company and
    Sterling Chemicals, Inc. (incorporated herein by reference from
    Exhibit 10.16(b) to our Annual Report on
    Form 10-K
    for the year ended December 31, 2006). II-5




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##### Table of Contents



Number



Exhibit10.18



Second Amended and Restated
    Plasticizers Production Agreement dated effective as of
    January 1, 2006 between BASF Corporation and Sterling
    Chemicals, Inc. (incorporated herein by reference from
    Exhibit 10.19 to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005).10.19



License Agreement dated
    August 1, 1986 between Monsanto Company and Sterling
    Chemicals, Inc. (incorporated herein by reference from
    Exhibit 10.25 to our Registration Statement on
    Form S-1
    (Registration
    No. 33-24020)).12.1*



Statement of Computation of Ratios.21.1



Subsidiaries of Sterling
    Chemicals, Inc. (incorporated herein by reference from
    Exhibit 21.1 to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006).23.1*



Consent of Akin Gump Strauss
    Hauer & Feld LLP (included in Exhibit 5.1).23.2*



Consent of Deloitte &
    Touche LLP.24.1*



Power of Attorney (included in
    signature pages hereto).25.1*



Statement of Eligibility under the
    Trust Indenture Act of 1939 of a Corporation Designated to
    Act as Trustee of U. S. Bank National Association
    (Form T-1).99.1*



Letter of Transmittal.99.2*



Notice of Guaranteed Delivery.99.3*



Notice to Investors.99.4*



Notice to Broker-Dealers.     *
    
    Filed herewith.  Item 22.
    Undertakings               II-6




---



##### Table of Contents



Form S-4,
     II-7




---



##### Table of Contents



SIGNATURES 
    STERLING CHEMICALS, INC.
    
  By
    /s/  RICHARD
    K. CRUMP       POWER OF
    ATTORNEY
      Signature

Title

DatePrincipal Executive Officer:/s/  RICHARD
    K. CRUMPRichard
    K. Crump

President, Chief Executive Officer
    
    and Director

August 30, 2007Principal Financial and Accounting
    Officer:/s/  JOHN
    R. BEAVERJohn
    R. Beaver

Senior Vice President-Finance 
    and Chief Finance Officer

August 30, 2007/s/  STEVE
    L. GIDUMALSteve
    L. Gidumal

Director

August 30, 2007/s/  JOHN
    W. GILDEAJohn
    W. Gildea

Director

August 30, 2007/s/  BYRON
    J. HANEYByron
    J. Haney

Director

August 30, 2007 II-8




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##### Table of Contents



Signature

Title

Date/s/  KARL
    W.
    SCHWARZFELDKarl
    W. Schwarzfeld

Director

August 30, 2007/s/  PHILIP
    M. SIVINPhilip
    M. Sivin

Director

August 30, 2007/s/  DR. PETER
    TING KAI WUDr. Peter
    Ting Kai Wu

Director

August 30, 2007  II-9




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##### Table of Contents



SIGNATURES 
    STERLING CHEMICALS ENERGY, INC.
      By
    /s/  RICHARD
    K. CRUMP       POWER OF
    ATTORNEY
      Signature

Title

DatePrincipal Executive Officer:/s/  RICHARD
    K. CRUMPRichard
    K. Crump

President and Director

August 30, 2007Principal Financial Officer:/s/  JOHN
    R. BEAVERJohn
    R. Beaver

Vice President and Director

August 30, 2007/s/  KENNETH
    M. HALEKenneth
    M. Hale

Vice President, Secretary and
    Director

August 30, 2007  II-10




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##### Table of Contents



EXHIBIT INDEX
  Number



Exhibit2.1



Certificate of Ownership and
    Merger merging Sterling Chemicals Holdings, Inc. into Sterling
    Chemicals, Inc. (incorporated herein by reference from
    Exhibit 2.1 to our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2002).2.2



Joint Plan of Reorganization of
    Sterling Chemicals Holdings, Inc., et al., dated
    October 14, 2002 (incorporated herein by reference from
    Exhibit 2.1 to our
    Form 8-K
    filed on November 26, 2002).2.3



First Modification to Joint Plan
    of Reorganization of Sterling Chemicals Holdings, Inc., et al.,
    dated November 18, 2002 (incorporated herein by reference
    from Exhibit 2.2 to our
    Form 8-K
    filed on November 26, 2002).3.1



Amended and Restated Certificate
    of Incorporation of Sterling Chemicals, Inc. (conformed copy)
    (incorporated herein by reference from Exhibit 3.1 to our
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2005).3.2



Restated Certificate of
    Designations, Preferences, Rights and Limitations of
    Series A Convertible Preferred Stock of Sterling Chemicals,
    Inc. (incorporated herein by reference from Exhibit 3.2 to
    our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003).3.3



Restated Bylaws of Sterling
    Chemicals, Inc. (conformed copy) (incorporated herein by
    reference from Exhibit 3.3 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).4.1



Warrant Agreement dated as of
    December 19, 2002 by and between Sterling Chemicals, Inc.,
    and Wells Fargo Bank Minnesota, N.A., as warrant agent
    (incorporated herein by reference from Exhibit 5 to our
    Form 8-A
    filed on December 19, 2002).4.2



Registration Rights Agreement
    dated as of December 19, 2002 by and between Sterling
    Chemicals, Inc. and Resurgence Asset Management, L.L.C.
    (incorporated herein by reference from Exhibit 7 to our
    Form 8-A
    filed on December 19, 2002).4.3



Tag Along Agreement dated as of
    December 19, 2002 by and among Sterling Chemicals, Inc.,
    Resurgence Asset Management, L.L.C. and the Official Committee
    of the Unsecured Creditors (incorporated herein by reference
    from Exhibit 8 to our
    Form 8-A
    filed on December 19, 2002).4.4



Indenture dated December 19,
    2002 by and among Sterling Chemicals, Inc., as Issuer, Sterling
    Chemicals Energy, Inc., as Guarantor, and National City Bank, as
    Trustee, governing the 10% Senior Secured Notes due 2007 of
    Sterling Chemicals, Inc. (incorporated herein by reference from
    Exhibit T3-C
    to Amendment No. 3 to our
    Form T-3
    filed on December 19, 2002).4.5



Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Fixture Filing dated
    December 19, 2002 made by Sterling Chemicals, Inc., as
    Trustor, to Thomas S. Henderson, as Individual Trustee for the
    benefit of National City Bank, in its capacity as described
    therein, as Beneficiary (incorporated herein by reference from
    Exhibit 4.2 to our Transition Report on
    Form 10-Q
    for the transition period ended December 31, 2002).4.6



Security Agreement dated as of
    December 19, 2002 by and among Sterling Chemicals, Inc. and
    Sterling Chemicals Energy, Inc., as Assignors, National City
    Bank, as Collateral Agent, and National City Bank, as Indenture
    Trustee for the benefit of the holders the 10% Senior
    Secured Notes due 2007 of Sterling Chemicals, Inc. (incorporated
    herein by reference from Exhibit 4.3 to our Transition
    Report on
    Form 10-Q
    for the transition period ended December 31, 2002).4.7



Supplemental Indenture dated
    March 15, 2007 to the Indenture dated December 19,
    2002 by and among Sterling Chemicals, Inc., Sterling Chemicals
    Energy, Inc. and U. S. Bank National Association, successor to
    National City Bank, as Trustee (incorporated by reference from
    Exhibit 10.1 to our
    Form 8-K
    filed on March 16, 2007).4.8



Indenture dated March 29,
    2007 by and among Sterling Chemicals, Inc., as Issuer, Sterling
    Chemicals Energy, Inc., as Guarantor, and U. S. Bank National
    Association, as Trustee and Collateral Agent, governing the
    101/4% Senior
    Secured Notes due 2015 of Sterling Chemicals, Inc. (incorporated
    by reference from Exhibit 4.2 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).




---



##### Table of Contents



Number



Exhibit4.9



Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Fixture Filing dated
    March 29, 2007 made by Sterling Chemicals, Inc., Trustor,
    to Stanley Keeton, an Individual Trustee, for the benefit of U.
    S. Bank National Association, as Collateral Agent, Beneficiary
    (incorporated by reference from Exhibit 4.3 to our
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).4.10



Security Agreement dated as of
    March 29, 2007 by and among Sterling Chemicals, Inc. and
    Sterling Chemicals Energy, Inc., as Assignors, U. S. Bank
    National Association, as Collateral Agent, and U. S. Bank
    National Association, as Indenture Trustee for the benefit of
    the holders the
    101/4% Senior
    Secured Notes due 2015 of Sterling Chemicals, Inc. (incorporated
    by reference from Exhibit 4.4 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).4.11



Pledge Agreement dated as of
    March 29, 2007 by Sterling Chemicals, Inc. and Sterling
    Chemicals Energy, Inc. in favor of U. S. Bank National
    Association, as Collateral Agent for the Secured Parties
    (incorporated by reference from Exhibit 4.5 to our
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).4.12



Registration Rights Agreement
    dated as of March 29, 2007 by and among Sterling Chemicals,
    Inc., as the Company, Sterling Chemicals Energy, Inc., as
    Guarantor, and Jefferies & Company, Inc. and CIBC
    World Markets Corp., as the Initial Purchasers of the
    101/4% Senior
    Secured Notes due 2015 of Sterling Chemicals, Inc. (incorporated
    by reference from Exhibit 4.6 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).5.1*



Opinion of Akin Gump Strauss
    Hauer & Feld LLP.10.1



Amended and Restated Revolving
    Credit Agreement dated as of March 29, 2007 by and among
    Sterling Chemicals, Inc. and Sterling Chemicals Energy, Inc., as
    Borrowers, the various financial institutions as are or may
    become parties thereto from time to time, as the Lenders, and
    The CIT Group/Business Credit, Inc., as the Administrative Agent
    for the Lenders, and Wachovia Bank, National Association, as
    Documentation Agent (incorporated by reference from
    Exhibit 4.2 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).10.2



Amended and Restated Security
    Agreement dated as of March 29, 2007 made by Sterling
    Chemicals, Inc. and Sterling Chemicals Energy, Inc., as
    Grantors, in favor of The CIT Group/Business Credit, Inc., as
    Administrative Agent for the Secured Parties (incorporated by
    reference from Exhibit 10.2 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).10.3



Amended and Restated Pledge
    Agreement dated as of March 29, 2007 made by Sterling
    Chemicals, Inc. and Sterling Chemicals Energy, Inc., as
    Pledgors, in favor of The CIT Group/Business Credit, Inc., as
    Administrative Agent for the Secured Parties (incorporated by
    reference from Exhibit 10.3 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).10.4



Intercreditor Agreement dated as
    of March 29, 2007 among Sterling Chemicals, Inc. and
    Sterling Chemicals Energy, Inc., as Borrowers, The CIT
    Group/Business Credit, Inc., as First Lien Collateral Agent, and
    U. S. Bank National Association, as Second Lien Collateral Agent
    (incorporated by reference from Exhibit 10.4 to our
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).10.5



Articles of Agreement between
    Sterling Chemicals, Inc., its successors and assigns, and Texas
    City, Texas Metal Trades Council, AFL-CIO Texas City, Texas,
    May 1, 2007 to May 1, 2012 (incorporated by reference
    from Exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007).10.6



Sterling Chemicals, Inc. Amended
    and Restated 2002 Stock Plan (incorporated herein by reference
    to Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2006).10.7



Fifth Amended and Restated Key
    Employee Protection Plan (incorporated herein by reference from
    Exhibit 10.2 to our Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2006).10.8



Third Amended and Restated
    Severance Pay Plan (incorporated herein by reference from
    Exhibit 10.7 to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003).




---



##### Table of Contents



Number



Exhibit10.9



Sterling Chemicals, Inc. Amended
    and Restated Salaried Employees Pension Plan (incorporated
    herein by reference from Exhibit 10.3 to our Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2006).10.9(a)



First Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Salaried Employees
    Pension Plan (incorporated herein by reference from
    Exhibit 10.7(a) to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006).10.10



Sterling Chemicals, Inc. Pension
    Benefit Equalization Plan (incorporated herein by reference from
    Exhibit 10.10 to our Registration Statement on
    Form S-1
    (Registration
    No. 33-24020)).10.10(a)



First Amendment to Sterling
    Chemicals, Inc. Pension Benefit Equalization Plan (incorporated
    herein by reference from Exhibit 10.9(a) to our Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2004).10.11



Sterling Chemicals, Inc. Amended
    and Restated Supplemental Employee Retirement Plan (incorporated
    herein by reference from Exhibit 10.34 to our Annual Report
    on
    Form 10-K
    for the fiscal year ended September 30, 1989 (SEC File
    Number 1-10059)).10.11(a)



First Amendment to Sterling
    Chemicals, Inc. Amended and Restated Supplemental Employee
    Retirement Plan (incorporated herein by reference from
    Exhibit 10.10(a) to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004).10.12



Sterling Chemicals, Inc. Amended
    and Restated Hourly Paid Employees Pension Plan (Effective
    as of May 1, 1996) (incorporated herein by reference from
    Exhibit 10.3(c) to our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 1996 (SEC File
    Number
    333-04343-01)).10.12(a)



First Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Hourly Paid Employees
    Pension Plan (Effective as of December 31, 1998)
    (incorporated herein by reference from Exhibit 10.7(a) to
    our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2000).10.12(b)



Second Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Hourly Paid Employees
    Pension Plan (Effective as of December 17, 1998)
    (incorporated herein by reference from Exhibit 10.7(b) to
    our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2000).10.12(c)



Third Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Hourly Paid Employees
    Pension Plan (Effective as of September 20, 1999)
    (incorporated herein by reference from Exhibit 10.7(c) to
    our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2000).10.12(d)



Fourth Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Hourly Paid Employees
    Pension Plan (incorporated herein by reference from
    Exhibit 10.4 to our Transition Report on
    Form 10-Q
    for the transition period ended December 31, 2002).10.12(e)



Fifth Amendment to the Sterling
    Chemicals, Inc. Amended and Restated Hourly Paid Employees
    Pension Plan (incorporated herein by reference from
    Exhibit 10.5 to our Transition Report on
    Form 10-Q
    for the transition period ended December 31, 2002).10.12(f)



Sixth Amendment to the Sterling
    Chemicals, Inc. Hourly Paid Employees Pension Plan
    (incorporated herein by reference from Exhibit 10.3 to our
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2003).10.12(g)



Seventh Amendment to the Sterling
    Chemicals, Inc. Hourly Paid Employees Pension Plan
    (incorporated herein by reference from Exhibit 10.11(g) to
    our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003).10.12(h)



Eighth Amendment to the Sterling
    Chemicals, Inc. Hourly Paid Employees Pension Plan
    (incorporated herein by reference from Exhibit 10.3 to our
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2004).10.12(i)



Ninth Amendment to the Sterling
    Chemicals, Inc. Hourly Paid Employees Pension Plan
    (incorporated herein by reference from Exhibit 10.3 to our
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2005).




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##### Table of Contents



Number



Exhibit10.12(j)



Tenth Amendment to the Sterling
    Chemicals, Inc. Hourly Paid Employees Pension Plan
    (incorporated herein by reference from Exhibit 10.6 to our
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2007).10.13



Sterling Chemicals, Inc. Seventh
    Amended and Restated Savings and Investment Plan (incorporated
    herein by reference from Exhibit 10.3 to our Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2006).10.13(a)



First Amendment to the Seventh
    Amended and Restated Savings and Investment Plan (incorporated
    herein by reference from Exhibit 10.11(a) to our Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2006).10.14



Bonus Plan (incorporated herein by
    reference from Exhibit 10.12 to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005).10.15



Form of Indemnity Agreement with
    each of its officers and directors (incorporated herein by
    reference from Exhibit 10.17 to our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 1996 (SEC File
    Number
    333-04343-01)).10.16



Separation Agreement effective as
    of May 31, 2005 by and among Sterling Chemicals, Inc.,
    O&D USA LLC (d/b/a Innovene Chemicals), ANEXCO, LLC and BP
    Amoco Chemical Company (incorporated herein by reference from
    Exhibit 10.1 to our
    Form 8-K
    filed on May 31, 2005).10.17



Second Amended and Restated
    Production Agreement dated effective as of August 1, 1996
    between BP Chemicals Inc. (predecessor in interest to BP Amoco
    Chemical Company) and Sterling Chemicals, Inc. (incorporated
    herein by reference from Exhibit 10.3 to our Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 1998 (SEC File
    Number
    333-04343-01)).10.17(a)



Amendment to Second Amended and
    Restated Production Agreement dated as of March 1, 2001
    between BP Chemicals Inc. (predecessor in interest to BP Amoco
    Chemical Company) and Sterling Chemicals, Inc. (incorporated
    herein by reference from Exhibit 10.1 to our Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2001).10.17(b)



Amendment to Second Amended and
    Restated Production Agreement dated effective as of
    April 1, 2005 between BP Amoco Chemical Company and
    Sterling Chemicals, Inc. (incorporated herein by reference from
    Exhibit 10.16(b) to our Annual Report on
    Form 10-K
    for the year ended December 31, 2006).10.18



Second Amended and Restated
    Plasticizers Production Agreement dated effective as of
    January 1, 2006 between BASF Corporation and Sterling
    Chemicals, Inc. (incorporated herein by reference from
    Exhibit 10.19 to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005).10.19



License Agreement dated
    August 1, 1986 between Monsanto Company and Sterling
    Chemicals, Inc. (incorporated herein by reference from
    Exhibit 10.25 to our Registration Statement on
    Form S-1
    (Registration
    No. 33-24020)).12.1*



Statement of Computation of Ratios.21.1



Subsidiaries of Sterling
    Chemicals, Inc. (incorporated herein by reference from
    Exhibit 21.1 to our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006).23.1*



Consent of Akin Gump Strauss
    Hauer & Feld LLP (included in Exhibit 5.1).23.2*



Consent of Deloitte &
    Touche LLP.24.1*



Power of Attorney (included in
    signature pages hereto).25.1*



Statement of Eligibility under the
    Trust Indenture Act of 1939 of a Corporation Designated to
    Act as Trustee of U. S. Bank National Association
    (Form T-1).99.1*



Letter of Transmittal.99.2*



Notice of Guaranteed Delivery.99.3*



Notice to Investors.99.4*



Notice to Broker-Dealers.     *
    
    Filed herewith.