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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   -----------

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                  For the fiscal year ended December 31, 2001

                                       OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

      For the transition period from _______________ to _______________

                        Commission file number 333-88057

                       HUNTSMAN INTERNATIONAL HOLDINGS LLC
             (Exact name of registrant as specified in its charter)


           DELAWARE                                             87-0630359
-----------------------------                               ------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)


                                500 Huntsman Way
                           Salt Lake City, Utah 84108
                                 (801) 584-5700

          (Address of principal executive offices and telephone number)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes     X      No
      -----       -----

On March 31, 2002, 1,000 membership interests of Huntsman International Holdings
LLC were outstanding.

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                                EXPLANATORY NOTE

    This Amendment No. 1 on Form 10-K/A amends "Item 14 Exhibits, Financial
Statement Schedules and Reports on Form 8-K" contained in the 2001 Annual Report
on Form 10-K (the "2001 10-K") filed by Huntsman International Holdings LLC
("we," "our" or the "Company") on April 1, 2002. Pursuant to Rule 12b-15 of the
General Regulations under the Securities Exchange Act of 1934, (i) this Form
10-K/A amends the 2001 10-K to revise the exhibit schedule and to include
exhibits that we inadvertently failed to include in the 2001 10-K, and (ii) only
amends "Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K"
of the 2001 10-K, all other portions of the 2001 10-K remain in effect as filed.


ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)   1.     Consolidated Financial Statements:
             See Index to Consolidated Financial Statements on page F-1

(a)   2.     Financial Statement Schedule:
             See Index to Consolidated Financial Statements on page F-1

(a)   3.     Description of Exhibits

      3.1    Certificate of Formation of Huntsman International Holdings LLC
             (incorporated by reference to Exhibit 3.1 to our registration
             statement on Form S-4 (File No. 333-88057))

      3.2    Certificate of Amendment to Certificate of Formation of Huntsman
             ICI Holdings LLC (incorporated by reference to Exhibit 3.3 to our
             annual report on Form 10-K for the year ended December 31, 2000)

      3.3    Second Amended and Restated Limited Liability Company Agreement of
             Huntsman International Holdings LLC dated December 20, 2001

      4.1    Amended and Restated Indenture, dated as of August 2, 1999, between
             Huntsman International Holdings LLC (f/k/a Huntsman ICI Holdings
             LLC) and Bank One, N.A., as Trustee, relating to the 13.375% Senior
             Discount Notes due 2009 (incorporated by reference to Exhibit 4.1
             to our registration statement on Form S-4 (File No.
             333-88057))

      4.2    Form of certificate of 13.375% Senior Discount Note due 2009
             (included as Exhibit A-3 to Exhibit 4.1)

      4.3    Exchange and Registration Rights Agreement, dated as of August 2,
             1999, among Huntsman International Holdings LLC (f/k/a Huntsman ICI
             Holdings LLC) and the Purchasers named therein, relating to the
             13.375% Senior Discount Notes due 2009 (incorporated by reference
             to Exhibit 4.3 to our registration statement on Form S-4 (File No.
             333-88057))

      4.4    Indenture, dated as of June 30, 1999, among Huntsman ICI Chemicals
             LLC, the Guarantors party thereto and Bank One, N.A., as Trustee,
             relating to the 10 1/8% Senior Subordinated Notes due 2009
             (incorporated by reference to Exhibit 10.12 to our registration
             statement on Form S-4 (File No. 333-88057))

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      4.5    First Amendment, dated January 5, 2000, to Indenture dated as of
             June 30, 1999 among Huntsman International LLC (f/k/a Huntsman ICI
             Chemicals), as Issuer, the Guarantors named therein and Bank One,
             N.A., as Trustee, relating to the 10 1/8% Senior Subordinated Notes
             due 2009 (incorporated by reference to Exhibit 4.4 to our
             registration statement on Form S-4 (File No. 333-88057))

      4.6    Form of certificate of 10 1/8% Senior Subordinated Notes due 2009
             denominated in dollars (included in Exhibit A-3 to Exhibit 4.4)
             (incorporated by reference to Exhibit 10.13 to our registration
             statement on Form S-4 (File No. 333-88057))

      4.7    Form of certificate of 10 1/8% Senior Subordinated Notes due 2009
             denominated in euros (included in Exhibit A-4 to Exhibit 4.4)
             (incorporated by reference to Exhibit 10.14 to our registration
             statement on Form S-4 (File No. 333-88057))

      4.8    Form of Guarantee (included in Exhibit E to Exhibit 4.4)
             (incorporated by reference to Exhibit 10.15 to our registration
             statement on Form S-4 (File No. 333-88057))

      4.9    Amended and Restated Indenture, dated as of December 20, 2001,
             between Huntsman International Holdings LLC and Bank One, N.A., as
             Trustee, relating to the 8% Senior Subordinated Reset Discount
             Notes due 2009

      4.10   Form of certificate of 8% Senior Subordinated Discount due 2009
             (incorporated by reference to Exhibit 10.11 to our registration
             statement on Form S-4 (File No. 333-88057))

      4.11   Registration Rights Agreement dated as of June 30, 1999, by and
             among Huntsman ICI Holdings LLC, and the holders of the 8% Senior
             Subordinated Discount Notes due 2009 specified therein

      4.12   Private Sale Letter Agreement, dated December 20, 2001, between
             Huntsman International Holdings LLC and ICI Finance plc

      4.13   Form of Registration Rights Agreement among Huntsman International
             Holdings LLC and the Holders as defined therein

      4.14   Form of Registration Rights Agreement, among Huntsman International
             Holdings LLC and the Initial Purchasers as defined therein

      10.1   Contribution Agreement, dated as of April 15, 1999, by and among
             Imperial Chemical Industries PLC, Huntsman Specialty Chemicals
             Corporation, Huntsman International Holdings LLC (f/k/a Huntsman
             ICI Holdings LLC) and Huntsman International LLC (f/k/a Huntsman
             ICI Chemicals LLC) as amended by the first Amending Agreement,
             dated June 4, 1999, the second Amending Agreement, dated June 30,
             1999, and the third Amending Agreement, dated June 30, 1999
             (incorporated by reference to Exhibit 10.1 to our registration
             statement on Form S-4 (File No. 333-88057))

      10.2   Purchase and Sale Agreement (PO/MTBE Business), dated March 21,
             1997, among Texaco, Texaco Chemical Inc. and Huntsman Specialty
             Chemicals Corporation (incorporated by reference to Exhibit 10.2 to
             our registration statement on Form S-4 (File No. 333-88057))

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      10.3   Operating and Maintenance Agreement, dated as of March 21, 1997, by
             and between Huntsman Specialty Chemicals Corporation and Huntsman
             Petrochemical Corporation (incorporated by reference to Exhibit
             10.3 to our registration statement on Form S-4 (File No.
             333-88057))

      10.4   Credit Agreement, dated as of June 30, 1999, by and among Huntsman
             International LLC (f/k/a Huntsman ICI Chemicals LLC), Huntsman
             International Holdings LLC (f/k/a Huntsman ICI Holdings LLC),
             Bankers Trust Company, Goldman Sachs Credit Partners LP, The Chase
             Manhattan Bank, and Warburg Dillon Read and various lending
             institutions party thereto (incorporated by reference to Exhibit
             10.4 to our registration statement on Form S-4 (File No.
             333-88057))

      10.5   Asset Sale Agreement, dated June 30, 1999, by and between BP
             Chemicals Limited and Huntsman International LLC (f/k/a Huntsman
             ICI Chemicals LLC) (incorporated by reference to Exhibit 10.5 to
             our registration statement on Form S-4 (File No.
             333-88057))

      10.6   Joint Venture Agreement, dated as of October 18, 1993, between
             Tioxide Americas Inc. and Kronos Louisiana, Inc. (incorporated by
             reference to Exhibit 10.6 to our registration statement on Form S-4
             (File No. 333-88057))

      10.7   Shareholders Agreement, dated as of January 11, 1982, by and among
             Imperial Chemical Industries PLC, ICI American Holdings, Inc. and
             Uniroyal, Inc. (incorporated by reference to Exhibit 10.7 to our
             registration statement on Form S-4 (File No. 333-88057))

      10.8   Operating Agreement, dated December 28, 1981, between Uniroyal,
             Inc., Rubicon Chemicals, Inc. and Rubicon, Inc. (incorporated by
             reference to Exhibit 10.8 to our registration statement on Form
             S-4 (File No. 333-88057))

      10.9   Liability and Indemnity Agreement, dated December 28, 1981, by and
             among Rubicon Inc., Rubicon Chemicals Inc., Imperial Chemical
             Industries PLC, ICI American Holdings Inc., ICI Americas Inc. and
             Uniroyal Inc. (incorporated by reference to Exhibit 10.9 to our
             registration statement on Form S-4 (File No. 333-88057))

      10.10  Titanium Dioxide Supply Agreement, dated July 3, 1997, by and
             between Imperial Chemicals Industries PLC and Tioxide Group
             (incorporated by reference to Exhibit 10.10 to our registration
             statement on Form S-4 (File No. 333-88057))*

      10.11  Slag Sales Agreement, dated July 10, 1997, by and between Richards
             Bay Iron and Titanium (Proprietary) Limited and Tioxide S.A. (Pty)
             Limited (incorporated by reference to Exhibit 10.11 to our
             registration statement on Form S-4 (File No. 333-88057))*

      10.12  Slag Sales Agreement, dated April 19, 2000, by and between Qit-Fer
             Et Titane Inc. and Tioxide Europe Limited (incorporated by
             reference to Exhibit 10.18 to our annual report on Form 10-K for
             the year ended December 31, 2000)**

      10.13  Supply Agreement, dated April 13, 1998, by and between Shell
             Trading International Limited and ICI Chemicals & Polymers Limited
             (incorporated by reference to Exhibit 10.13 to our registration
             statement on Form S-4 (File No. 333-88057))*

      10.14  Amendment, dated February 7, 2001, to the Supply Agreement, dated
             April 13, 1998, by and between Shell Trading International Limited
             and ICI Chemicals & Polymers Limited

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             (incorporated by reference to Exhibit 10.20 to our annual report
             on Form 10-K for the year ended December 31, 2000)**

      10.15  First Amendment, dated as of December 21, 2000, by and among
             Huntsman International LLC, Huntsman International Holdings LLC,
             the financial institutions named therein, as Lenders, Bankers Trust
             Company, as Lead Arranger, Administrative Agent for the Lenders and
             Sole Book Manager, Goldman Sachs Credit Partners L.P., as
             Syndication Agent and Co-Arranger and The Chase Manhattan Bank and
             Warburg Dillon Read (a division of UBS AG), as Co-Arrangers and as
             Co-Documentation Agents, to the Credit Agreement dated as of June
             30, 1999 (incorporated by reference to Exhibit 10.21 to our annual
             report on Form 10-K for the year ended December 31, 2000)

      10.16  Second Amendment, dated as of March 5, 2001, is entered into by and
             among Huntsman International LLC, Huntsman International Holdings
             LLC, the undersigned financial institutions, including Bankers
             Trust Company, in their capacities as lenders hereunder, Bankers
             Trust Company, as Lead Arranger, Administrative Agent for the
             Lenders and Sole Book Manager, Goldman Sachs Credit Partners L.P.,
             as Syndication Agent and Co-Arranger and The Chase Manhattan Bank
             and UBS Warburg LLC (as successor to Warburg Dillon Read), as
             Co-Arrangers and as Co-Documentation Agents, to the Credit
             Agreement dated as of June 30, 1999 (incorporated by reference to
             Exhibit 10.22 to our annual report on Form 10-K for the year ended
             December 31, 2000)

      10.17  Contribution Agreement, among Huntsman International LLC, as
             Contributor and Originator, and Huntsman Receivables Finance LLC,
             as the Company, dated as of December 20, 2000 (incorporated by
             reference to Exhibit 10.23 to our annual report on Form 10-K for
             the year ended December 31, 2000)

      10.18  Huntsman Master Trust Pooling Agreement, dated as of December 21,
             2000, among Huntsman Receivables Finance LLC, as Company, Huntsman
             (Europe) BVBA, as Master Servicer, and Chase Manhattan Bank
             (Ireland) Plc, as Trustee (incorporated by reference to Exhibit
             10.24 to our annual report on Form 10-K for the year ended December
             31, 2000)

      10.19  Huntsman Master Trust, Series 2000-1 Supplement, dated as of
             December 21, 2000, to Pooling Agreement dated as of December 21,
             2000, among Huntsman Receivables Finance LLC, as Company, Huntsman
             (Europe), BVBA, as Master Servicer, The Chase Manhattan Bank, as
             Funding Agent, Park Avenue Receivables Corp., as Series 2000-1
             Initial Purchaser, the several financial institutions party thereto
             from time to time as Series 2000-1 APA Banks, and Chase Manhattan
             Bank (Ireland) Plc, as Trustee (incorporated by reference to
             Exhibit 10.25 to our annual report on Form 10-K for the year ended
             December 31, 2000)

      10.20  Servicing Agreement, dated as of December 21, 2000, among Huntsman
             Receivables Finance LLC, as the Company, Huntsman (Europe) BVBA, as
             Master Servicer, Tioxide Americas Inc, Huntsman ICI Holland B.V.,
             Tioxide Europe Limited, Huntsman International LLC, Huntsman
             Petrochemicals (UK) Limited, Huntsman Propylene Oxide Ltd.,
             Huntsman International Fuels L.P., as Local Servicers, Chase
             Manhattan Bank (Ireland) Plc, as Trustee, Pricewaterhousecoopers,
             as Liquidation Servicer, and Huntsman International LLC, as
             Servicer Guarantor (incorporated by reference to Exhibit 10.26 to
             our annual report on Form 10-K for the year ended December 31,
             2000)

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      10.21  U.S. Receivables Purchase Agreement, Huntsman International LLC, as
             Purchaser, and Tioxide Americas Inc., Huntsman Propylene Oxide Ltd.
             and Huntsman International Fuels L.P., each as a Seller and an
             Originator (incorporated by reference to Exhibit 10.27 to our
             annual report on Form 10-K for the year ended December 31, 2000)

      10.22  Dutch Receivables Purchase Agreement, dated as of December 21,
             2000, between Huntsman International LLC, as Purchaser, Huntsman
             ICI Holland B.V., as Originator, Huntsman ICI (Europe) B.V.B.A., as
             Master Servicer (incorporated by reference to Exhibit 10.28 to our
             annual report on Form 10-K for the year ended December 31, 2000)

      10.23  U.K. Receivables Purchase Agreement, dated as of December 20, 2000,
             between Huntsman International LLC, as Purchaser, Tioxide Europe
             Limited and Huntsman Petrochemicals (UK) Limited, as Originators,
             and Huntsman (Europe) B.V.B.A., as Master Servicer (incorporated by
             reference to Exhibit 10.29 to our annual report on Form 10-K for
             the year ended December 31, 2000)

      10.24  Amendment Agreement, dated December 20, 2001, between Imperial
             Chemicals Industries PLC, ICI Alta, Inc. and Huntsman Specialty
             Chemicals Corporation, to amend the Contribution Agreement dated as
             of April 15, 1999

      10.25  Third Amendment, dated as of November 30, 2001, by and among
             Huntsman International LLC, Huntsman International Holdings LLC and
             the various agents and lending institutions party thereto

      10.26  Fourth Amendment to Credit Agreement, dated as of March 15, 2002,
             by and among Huntsman International LLC, Huntsman International
             Holdings LLC and the various agents and lending institutions party
             thereto

      21.1   Subsidiaries of Huntsman International Holdings LLC

*     Confidential treatment pursuant to Rule 406 of the Securities Act has been
      previously granted by the SEC.

**    Portions of this document have been omitted and previously filed
      separately with the SEC pursuant to requests for confidential treatment
      pursuant to Rule 406 of the Securities Act and Rule 24b-2 of the Exchange
      Act.

(b)   The Company filed no reports on Form 8-K during the last quarter of year
      ended December 31, 2001.


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                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                  Huntsman International Holdings LLC



        Dated:  April 19, 2002    By:             /s/ J. KIMO ESPLIN
                                      ------------------------------------------
                                                    J. KIMO ESPLIN
                                             EXECUTIVE VICE PRESIDENT AND
                                                CHIEF FINANCIAL OFFICER