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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 333-85141


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


            DELAWARE                                            87-0630358
-------------------------------                           ----------------------
(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 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 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 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 LLC
                  (incorporated by reference to Exhibit 3.1 to our registration
                  statement on Form S-4 (File No. 333-85141))

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

         3.3      Certificate of Formation of Huntsman International Financial
                  LLC (incorporated by reference to Exhibit 3.3 to our
                  registration statement on Form S-4 (File No. 333-85141))

         3.4      Limited Liability Company Agreement of Huntsman International
                  Financial LLC dated June 18, 1999, as amended by the First
                  Amendment dated June 19, 1999 (incorporated by reference to
                  Exhibit 3.4 to our registration statement on Form S-4 (File
                  No. 333-85141))

         3.5      Memorandum of Association of Tioxide Group (incorporated by
                  reference to Exhibit 3.5 to our registration statement on Form
                  S-4 (File No. 333-85141))

         3.6      Articles of Association of Tioxide Group (incorporated by
                  reference to Exhibit 3.6 to our registration statement on Form
                  S-4 (File No. 333-85141))

         3.7      Memorandum of Association of Tioxide Americas Inc.
                  (incorporated by reference to Exhibit 3.7 to our registration
                  statement on Form S-4 (File No. 333-85141))

         3.8      Articles of Association of Tioxide Americas Inc. (incorporated
                  by reference to Exhibit 3.8 to our registration statement on
                  Form S-4 (File No. 333-85141))

         3.9      Certificate of Amendment to Certificate of Formation of
                  Huntsman International LLC (incorporated by reference to
                  Exhibit 3.9 to our annual report on Form 10-K for the year
                  ended December 31, 2000)

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         3.10     Certificate of Amendment to Certificate of Formation of
                  Huntsman International Financial LLC (incorporated by
                  reference to Exhibit 3.10 to our annual report on Form 10-K
                  for the year ended December 31, 2000)

         4.1      Indenture, dated as of June 30, 1999, among Huntsman
                  International LLC (f/k/a 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 4.1 to our registration
                  statement on Form S-4 (File No. 333-85141))

         4.2      Form of certificate of 10 1/8% Senior Subordinated Note due
                  2009 denominated in dollars (included as Exhibit A-3 to
                  Exhibit 4.1)

         4.3      Form of certificate of 10 1/8% Senior Subordinated Note due
                  2009 denominated in euros (included as Exhibit A-4 to Exhibit
                  4.1)

         4.4      Form of Guarantee (included as Exhibit E of Exhibit 4.1)

         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 LLC), as Issuer, each of the Guarantors
                  named therein and Bank One, N.A., as Trustee (incorporated by
                  reference to Exhibit 4.6 to our registration statement on Form
                  S-4 (File No. 333-85141))

         4.6      Indenture, dated as of March 13, 2001, among Huntsman
                  International LLC, as Issuer, the Guarantors named therein and
                  The Bank of New York, as Trustee, relating to 10 1/8% Senior
                  Subordinated Notes due 2009

         4.7      First Supplemental Indenture, dated as of January 11, 2002,
                  among Huntsman International LLC, as Issuer, the Guarantors
                  named therein and The Bank of New York, as Trustee, relating
                  to 10 1/8% Senior Subordinated Notes due 2009

         4.8      Indenture, dated as of March 21, 2002, among Huntsman
                  International LLC, as Issuer, the Guarantors named therein and
                  Wells Fargo Bank Minnesota, National Association, as Trustee,
                  relating to the 9 7/8% Senior Notes due 2009

         4.9      Exchange and Registration Rights Agreement, dated as of March
                  21, 2002, among Huntsman International LLC, the Guarantors as
                  defined therein, and the Purchasers as defined therein,
                  relating to the 9 7/8% Senior Notes due 2009

         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 Huntsman International 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. 333-85141))

         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. 333-85141))

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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. 333-85141))

         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. 333-85141))

         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. 333-85141))

         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. 333-85141))

         10.7     Shareholders Agreement, dated as of January 11, 1982, by and
                  among Imperial Chemical Industries PLC, ICI American Huntsman
                  International Holdings, Inc. and Uniroyal, Inc. (incorporated
                  by reference to Exhibit 10.7 to our registration statement on
                  Form S-4 (File No. 333-85141))

         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. 333-85141))

         10.9     Liability and Indemnity Agreement, dated December 28, 1981, by
                  and among Rubicon Inc., Rubicon Chemicals Inc., Imperial
                  Chemical Industries PLC, ICI American Huntsman International
                  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. 333-85141))

         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. 333-85141))*

         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. 333-85141))*

         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 10.12 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. 333-85141))*

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         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
                  (incorporated by reference to Exhibit 10.14 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 10.15 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 10.16 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 10.17 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 10.18 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 10.19 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 (U.K.) 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 10.20 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 10.21 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 10.22 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 (U.K.)
                  Limited, as Originators, and Huntsman (Europe) B.V.B.A., as
                  Master Servicer (incorporated by reference to Exhibit 10.23 to
                  our annual report on Form 10-K for the year ended December 31,
                  2000)

         10.24    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 (incorporated by reference to Exhibit 10.1 to our
                  current report on Form 8-K filed December 4, 2001)

         10.25    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

         10.26    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

         21.1     Subsidiaries of Huntsman International 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 one current report on Form 8-K during the last
         quarter of year ended December 31, 2001 relating to the following
         events:

         Item 5. Other Events

         On November 30, 2001, Huntsman International LLC (the "Company")
         entered into the Third Amendment (the "Third Amendment") to its senior
         secured credit facilities (as so amended, the "Credit Facilities") with
         the approval of lenders holding over 90% of the indebtedness and
         commitments under the Credit Facilities. The Third Amendment, among
         other things, waives certain defaults by the Company under the Credit
         Facilities and amends certain financial and other covenants in the
         Credit Facilities. As a result of the Third Amendment, the Company is
         now in compliance with all the covenants contained in the Credit
         Facilities and is able to borrow under, and have access to, the Credit
         Facilities. A copy of the Third Amendment is attached hereto as Exhibit
         10.1 and is incorporated by reference in its entirety herein.

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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 LLC



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