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Exhibit 99.1
 Sterling Chemicals, Inc.
 Amended and Restated  Audit Committee Charter
 Preliminary Statements
 Whereas Board Corporation Committee
 Whereas
 Whereas
 Whereas
 Whereas
 Now, Therefore, It Is Hereby Resolved Charter
 Article I
 Name and Purposes of the Committee
 Name of Committee
 Audit Matters




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SEC
 Compliance Matters Financial Code of Ethics
 Article II
 Composition of the Committee
 Number
 Term; Removal; Vacancies
 Member Requirements
  i.e.
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Article III
 Meetings of the Committee
 Frequency
 Calling Meetings
 Agendas
 Attendees
 Quorum; Required Vote provided, however
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Rules of Procedure and Minutes provided, however
 Article IV
 Reporting to the Board
  Article V
 Delegation of Authority for Audit Matters
 Authority to Engage Advisors
 Audit and Non-Audit Services provided, however
 Engagement Fees; Funding
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Article VI
 Responsibilities For Audit Matters
 Relationship with External Auditors; Auditor Independence; Financial
Reporting and Controls
  
    
    review and assess the nature and effect of any non-audit services
provided by external auditors;
    
    review and assess the compensation of external auditors and the scope
and proposed terms of their engagement, including the range of audit and non-audit
fees;
    
    review annually the qualifications, performance and independence of the
Corporations internal (if any) and external auditors;
    
    ensure receipt and review of a formal written statement from the
external auditors consistent with Independence Standards Board Standard No. 1, and
a report by the independent auditors describing (i) the independent auditors
internal quality control procedures and (ii) any material issues raised by the most
recent quality control review, or peer review, of the independent auditors, or by
any inquiry or investigation by governmental or professional authorities, within
the preceding five years, respecting one or more audits carried out by the
independent auditors, and any steps taken to deal with any such issues;
    
    discuss with external auditors any relationships or services that may
affect their objectivity or independence; and
    
    meet separately, periodically, with the independent auditors and review
any audit problems or difficulties, including any restrictions on the scope of the
independent auditors activities or on access to requested information, and any
significant disagreements with management, and managements responses.
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
    
    prior to the filing of each Form 10-K or Form 10-Q, (i) review and
discuss such document with management and the Corporations independent auditors,
including review of the financial statements to be included therein and the
specific disclosures therein under Managements Discussion and Analysis of
Financial Condition and Results of Operations and (ii) engage in discussions with
the Corporations independent auditors with respect to the results of such
independent auditors review of same;
    
    prior to the filing of each Form 10-K, ensure that the Corporations
independent auditors attest to, and report on, their assessment of the
effectiveness of the Corporations internal control structure and procedures for
financial reporting in accordance with applicable law and the rules and regulations
of the SEC;
    
    implement procedures to assure that the independent auditors engaged by
the Corporation to audit the Corporations financial statements do not provide any
non-audit services prohibited by applicable law or the rules and regulations
promulgated by the Public Company Accounting Oversight Board, the SEC or NASDAQ;
    
    ensure the regular rotation of the lead audit partner and the reviewing
audit partner of any independent auditing firm engaged by the Corporation as
required by law;
    
    consider major changes and other questions of choice regarding the
appropriate auditing and accounting principles and practices to be followed when
preparing the Corporations financial statements, including major financial
statement issues and risks and their impact or potential effect on reported
financial information and the scope, as well as the level of involvement by
external auditors in the preparation and review, of unaudited quarterly or other
interim-period information;
    
    review the annual audit plan and the process used to develop the plan
and monitor the status of activities;
    
    review the results of each external audit, including any qualifications
in the external auditors opinion, any related management letter, managements
responses to recommendations made by external auditors in connection with any audit
and any reports submitted to the Committee by internal auditors (if any) that are
material to the Corporation as a whole, and managements responses to those
reports;
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
    
    discuss with the Corporations external auditors (i) methods used to
account for significant unusual transactions, (ii) the effect of significant
accounting policies in controversial or emerging areas for which there is a lack of
authoritative guidance or consensus, (iii) the process used by management in
formulating particularly sensitive accounting estimates and the basis for the
auditors conclusion regarding reasonableness of such estimates and (iv)
disagreements with management over the application of accounting principles, the
basis for managements accounting estimates or the disclosures contained in the
financial statements; and
    
    discuss with management the Corporations earnings press releases (if
any), as well as financial information and earnings guidance provided to analysts
or rating agencies.
   Internal Financial Controls; Communications With the Board; Regulatory
Examinations
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Audit Committee Report and Proxy Disclosures
 
    
    review the annual audited financial statements with management and the
Corporations independent auditors;
    
    discuss with the Corporations independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61, as amended,
relating to the conduct of the audit and the independent auditors judgment about
the quality of the Corporations accounting principles, including such matters as
accounting for significant transactions, significant accounting policies, estimates
and adjustments and disagreements with management;
    
    discuss with the Corporations independent auditors their independence,
giving consideration to the range of audit and non-audit services performed by such
independent auditors;
    
    review, at least annually, a formal written statement from the
Corporations independent auditor delineating all relationships with the
Corporation, consistent with Independence Standards Board Standard No. 1;
    
    recommend to the Board whether the Corporations annual audited
financial statements and accompanying notes should be included in the Corporations
Annual Report on Form 10-K; and
    
    determine whether fees paid to the Corporations independent auditors
are compatible with maintaining their independence.
 Limitations on Responsibilities for Audit Matters
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Annual Reviews
 Article VII
 Financial Compliance Matters
 Financial Code of Ethics
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Article VIII
 Expectations and Information Needs
  Article IX
 Additional Powers
  Article X
 Limitations on Duties and Responsibilities
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