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                                                                 EXHIBIT 10.19

                DOMINATION AND PROFIT AND LOSS TRANSFER AGREEMENT

                                     between
                BCP CRYSTAL ACQUISITION GMBH & CO. KG, STUTTGART
                                    - "BCP" -

                                       and

                           CELANESE AG, KRONBERG I.T.
                                 - "Celanese" -

(1)   Celanese shall submit the management of its company under the control of
      BCP.

(2)   In accordance with this, BCP shall be entitled to give instructions to the
      management board of Celanese with respect to the management of the
      company.


                                    SECTION 2
                                 PROFIT TRANSFER

(1)   Celanese is obligated to transfer its entire profits to BCP. Subject to
      the creation or dissolution of reserves in accordance with para. 2 of this
      Section 2 the annual net income which would accrue without the profit
      transfer, reduced by a possible loss carried forward from the preceding
      year and the amount to be allocated to the legal reserve, must be
      transferred.

(2)   With the consent of BCP, Celanese may allocate parts of the annual net
      income to other earnings reserves (Section 272 para 3 of the German
      Commercial Code), insofar as this is admissible under commercial law and
      economically justified by a sound commercial judgement. Other earnings
      reserves pursuant to Section 272, para. 3 of the German Commercial Code
      created during the term of this Agreement shall be dissolved upon the
      demand of BCP and used to compensate an annual net loss or transferred as
      profits. Other reserves and profit carried forward from the time before
      the term of this Agreement may not be transferred as profit or used to
      compnesate an annual net loss.

(3)   The obligation to transfer profit first applies to the entire profit of
      the (short) fiscal year in which this Agreement becomes valid in
      accordance with Section 6, para. 2, sentence 1 (retroactive effect of the
      profit transfer to the beginning of the (short) fiscal year). The
      obligation becomes due at the end of each fiscal year and bears interest
      of 5% p.a. from that date.


                                    SECTION 3
                               ASSUMPTION OF LOSS

(1)   BCP is obligated to compensate Celanese for each annual net loss that
      would otherwise arise during the term of this Agreement, unless such loss
      is compensated for by withdrawing, in accordance with Section 2, para. 2,
      sentence 2, amounts from the other earnings reserves that have been
      allocated to them during the term of this Agreement.

(2)   Section 2, para. 3 applies correspondingly to the obligation to compensate
      losses.

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                                    SECTION 4
                               GUARANTEED DIVIDEND

(1)   BCP hereby guarantees vis-a-vis the outside shareholders of Celanese an
      adequate guaranteed dividend in the form of a recurring cash payment
      (guaranteed dividend). This guaranteed dividend payment shall add up to a
      gross amount of EUR 3.27 per non-par value share for each full fiscal year
      minus corporation tax and solidarity surcharge in accordance with the rate
      applicable to each of these taxes for the fiscal year concerned, whereby
      this deduction is to be calculated only on the basis of the pro rata
      guaranteed dividend of EUR 1.45 per non-par value share, included in the
      gross amount, arising from profits subject to German corporation tax.
      Taking into account the circumstances at the time of the conclusion of
      this Agreement, 25% corporation tax plus 5.5% solidarity surcharge, that
      is EUR 0.38, are deducted from the pro rata guaranteed dividend of EUR
      1.45 per non-par value share arising from the profits subject to German
      corporation tax. Together with the remaining pro rata guraranteed dividend
      of EUR 1.82 per non-par value share arising from profits not subject to
      German corporation tax and taking into account the circumstances at the
      time of the conclusion of this Agreement, this results in a guaranteed
      dividend payment in the amount of EUR 2.89 per non-par value share for a
      full fiscal year.

(2)   The guaranteed dividend payment shall become due on the first banking day
      following the annual shareholders' meeting of Celanese for the preceding
      fiscal year. The guaranteed dividend shall be granted beginning with the
      fiscal year in which this Agreement takes effect in accordance with
      Section 6, para 2. If this Agreement terminates during a Celanese fiscal
      year or if, during the period of time for which the obligation to
      transfer profit in accordance with Section 2, para. 3 applies, Celanese
      forms a short fiscal year, the guaranteed dividend shall be reduced
      PRO RATA TEMPORIS.

(3)   If Celanese's share capital is increased by way of conversion of the
      company's funds in return for the issuance of new shares, the guaranteed
      dividend per share shall decrease in such a way that the total amount of
      the guaranteed dividend remains unchanged.

(4)   If Celanese's share capital is increased by means of a contribution in
      cash or in kind, the rights arising from this Section 4 shall also apply
      to the shares resulting from the capital increase subscribed to by outside
      shareholders.

(5)   In the case that proceedings concerning the adequacy of the guaranteed
      dividend ("SPRUCHVERFAHREN") pursuant to the respective Act
      ("SPRUCHVERFAHRENSGESETZ") are initiated and the court determines a higher
      guaranteed dividend by non-appealable decision, the outside shareholders
      shall be entitled to request a corresponding supplement to the guaranteed
      dividend they have received, even if they have already tendered their
      shares in return for compensation. Likewise, all outside shareholders
      shall be treated equally if BCP, in a settlement to avert or terminate
      proceedings concerning the adequacy of the guaranteed dividend
      ("SPRUCHVERFAHREN") pursuant to the respective Act
      ("SPRUCHVERFAHRENSGESETZ"), agrees to a higher guaranteed dividend
      vis-a-vis a Celanese shareholder.

                                    SECTION 5
                                  COMPENSATION

(1)   Upon demand of an outside shareholder of Celanese, BCP shall acquire his
      shares in return for a cash compensation of EUR 41.92 per non-par value
      share.

(2)   The obligation of BCP to acquire shares is limited to a specific period of
      time. The period of time shall expire three months after the date on which
      the registration of this Agreement in the commercial register of Celanese
      shall be deemed to have been announced in accordance with Section 10 of
      the German Commercial Code, but not earlier than three month after the
      beginning of the fiscal year of Celanese following the one commencing on
      January 1, 2004. An extension of the time period pursuant to Section 305,
      para. 4, sentence 3 of the German Stock Corporation Act due to a motion
      for determination of the guaranteed dividend or the compensation by the

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      court specified in Section 2 SPRUCHVERFAHRENSGESETZ shall remain
      unaffected; in this case, the period of time expires two months after the
      date on which the decision on the last motion ruled on has been announced
      in the Federal Gazette.

(3)   The sale of the shares shall be free of cost for Celanese shareholders.

(4)   If, by the expiration of the time period defined in para. 2 of this
      Section 5, Celanese's share capital is increased by way of conversion of
      the company's funds in return for the issuance of new shares, the
      compensation per share shall decrease in such a way that the total amount
      of the compensation remains the same. If Celanese's share capital is
      increased by means of a contribution in cash or in kind, the rights
      arising from this Section 5 shall apply also to the shares resulting from
      the capital increase subscribed to by outside shareholders.

(5)   In the case that proceedings concerning the adequacy of the compensation
      ("SPRUCHVERFAHREN") pursuant to the respective Act
      ("SPRUCHVERFAHRENSGESETZ") are initiated and the court determines an
      increased compensation by non-appealable decision, the outside
      shareholders shall be entitled to request a corresponding supplement to
      the compensation they have received, even if they have already tendered
      their shares in return for compensation. In the same way, all outside
      shareholders shall be treated equally if BCP, in a settlement to avert or
      terminate proceedings concerning the adequacy of the compensation
      ("SPRUCHVERFAHREN") pursuant to the respective Act
      ("SPRUCHVERFAHRENSGESETZ"), agrees to a higher compensation vis-a-vis a
      Celanese shareholder.

                                    SECTION 6
                             EFFECTIVENESS AND TERM

(1)   This Agreement is concluded subject to the consent of the supervisory
      board of Celanese. It also requires the consent of the shareholders'
      meeting of Celanese and the consent of all partners of BCP.

(2)   This Agreement shall become valid upon its registration in the commercial
      register at the registered office of Celanese, however not earlier than
      the beginning of the fiscal year of Celanese following  the one
      commencing on January 1, 2004. Section 2, para. 3 and Section 3, para. 2
      shall remain unaffected.

 (3)  This Agreement can be terminated in writing, subject to a notice period of
      six months, to the end of a fiscal year of Celanese. This Agreement may be
      terminated for the first time as of the end of the fiscal year that
      expires at least five years after the beginning of the fiscal year in
      which it becomes valid in accordance with para. 2, sentence 1 of this
      Section 6. In determining whether or not the notice period has been
      complied with, the point in time at which the letter of termination is
      received by the respective other party to this Agreement shall be
      decisive.

(4)   The right to terminate this Agreement for good cause without notice shall
      remain unaffected. Good causes are, in particular, those within the
      meaning of Section 14, para. 1, item 3, sentence 2 of the German
      Corporation Tax Act and the loss of the majority of the voting rights
      resulting from the shares in Celanese.


                                    SECTION 7
                                FINAL PROVISIONS

(1)   The parties have translated this Agreement into the English language,
      translations in other languages may possibly follow. However, only the
      German language version of the Agreement is binding.

 (2)  Should a present or future provision of this Agreement be or become
      entirely or partly invalid or impracticable, or should there be an
      omission in this Agreement, the validity of the remaining provisions shall
      not be affected thereby. The parties to this Agreement, in the place of
      the invalid or impracticable provision or

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      in order to fill in the omission, undertake to agree on an appropriate
      provision that, within the framework of what is legally permissible,
      comes closest to what the parties to this Agreement intended or would have
      intended in accordance with the purpose of this Agreement if they had
      considered the point.

      Kronberg im Taunus, June 22, 2004

      Dr. Andreas Pohlmann
      Celanese AG

      Dr. Joachim Kaffanke
      Celanese AG

      Cornelius Geber
      BCP Crystal Acquisition GmbH & Co. KG


      New York, June 21, 2004

      Chinh E. Chu
      BCP Crystal Acquisition GmbH & Co. KG

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