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                                                                    EXHIBIT 99.1


                            STERLING CHEMICALS, INC.

                              AMENDED AND RESTATED
                             AUDIT COMMITTEE CHARTER


                             PRELIMINARY STATEMENTS

         WHEREAS, the Board of Directors (the "Board") of Sterling Chemicals,
Inc. (the "Corporation") has heretofore established and designated a standing
committee of the Board known as the Audit and Compliance Committee (the
"Committee");

         WHEREAS, the Board has heretofore delegated oversight responsibility to
the Committee for the accounting and financial reporting, control and audit
functions of the Board and for compliance and monitoring programs, corporate
information and reporting systems and similar matters;

         WHEREAS, the Board desires to transfer certain of the oversight
responsibility for compliance and monitoring programs, corporate information and
reporting systems and similar matters from the Committee to its Corporate
Governance Committee and to rename the Committee the "Audit Committee";

         WHEREAS, the Board has heretofore adopted an Audit and Compliance
Committee Charter governing the composition, duties and responsibilities of the
Committee; and

         WHEREAS, the Board desires to amend the Audit and Compliance Committee
Charter and to restate the Audit and Compliance Committee Charter in its
entirety;

         NOW, THEREFORE, IT IS HEREBY RESOLVED that this Amended and Restated
Audit Committee Charter (this "Charter") be, and it hereby is, adopted and
approved as the Charter of the Committee.

                                    ARTICLE I

                       Name and Purposes of the Committee

         Section 1.01. Name of Committee. From and after the adoption of this
Charter, the Committee shall be known as the "Audit Committee".

         Section 1.02. Audit Matters. In connection with the Committee's
responsibilities related to audit matters, the Committee shall assist the Board
in its oversight of the integrity of the Corporation's financial statements and
its compliance with legal and regulatory requirements. The Committee shall also
act on behalf of the Board and (a) oversee the accounting and financial
reporting processes of the Corporation and audits of the financial statements of
the Corporation, (b) monitor the qualifications, independence and performance of
the Corporation's internal (if


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any) and independent auditors, (c) be directly responsible for the appointment,
compensation and oversight of the Corporation's independent auditors, (d) be
responsible for resolving disagreements between management and the Corporation's
independent auditors regarding financial reporting matters and (e) prepare any
reports required to be included in the Corporation's annual proxy statement
under the rules of the Securities and Exchange Commission ("SEC").

         Section 1.03. Compliance Matters. The Committee shall act on behalf of
the Board and oversee all aspects of the Corporation's Code of Ethics for the
Chief Executive Officer and Senior Financial Officers (the "Financial Code of
Ethics").

                                   ARTICLE II

                          Composition of the Committee

         Section 2.01. Number. The Committee shall consist of a number of
directors (not less than three) as the Board shall determine from time to time.

         Section 2.02. Term; Removal; Vacancies. Each member of the Committee,
including it chairman and any alternate members, shall be appointed by the
Board, shall serve at the pleasure of the Board and may be removed at any time
by the Board (with or without cause). The term of each member of the Committee
shall otherwise be determined in accordance with the Bylaws of the Corporation.
The Board shall have the power at any time to fill vacancies in the Committee,
to change the membership of the Committee or to dissolve the Committee.

         Section 2.03. Member Requirements. Together with any additional
requirements required after the date of this Charter under applicable law or the
rules of any stock exchange or quotation system on which the securities of the
Corporation are listed or quoted, both at the time of the director's appointment
and throughout his or her term as a member of the Committee, each member of the
Committee shall:

         (a) be independent of management and be free from any relationship
     that, in the opinion of the Board, would interfere with the exercise of the
     independent judgment of such member of the Committee;

         (b) be financially literate (i.e., shall have the ability to read and
     understand fundamental financial statements, including a balance sheet,
     income statement and statement of cash flow, and the ability to understand
     key financial risks and related controls and control processes);

         (c) not simultaneously serve on the audit committee of more than three
     public companies; and

         (d) have, in the opinion of the Board and in the opinion of each
     member, sufficient time available to devote reasonable attention to the
     responsibilities of the Committee.



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In addition, at least one member of the Committee shall, in the opinion of the
Board, be an "audit committee financial expert" or have accounting or related
financial management expertise.

                                   ARTICLE III

                            Meetings of the Committee

         Section 3.01. Frequency. The Committee shall meet at least once during
each fiscal quarter of the Corporation. Additional meetings of the Committee may
be scheduled as considered necessary by the Committee, its chairman or at the
request of the Chief Executive Officer or Chief Financial Officer of the
Corporation.

         Section 3.02. Calling Meetings. Meetings of the Committee may be called
at any time by the Board or by any member of the Committee. The chairman of the
Committee shall call a meeting of the Committee at the request of the Chief
Executive Officer or Chief Financial Officer. In addition, any internal or
external auditor, accountant or attorney may, at any time, request a meeting
with the Committee or the chairman of the Committee, with or without management
attendance.

         Section 3.03. Agendas. The chairman of the Committee shall be
responsible for preparing an agenda for each meeting of the Committee. The
chairman will seek the participation of management and key advisors in the
preparation of agendas.

         Section 3.04. Attendees. The Committee may request members of
management, internal auditors (if any), external auditors, accountants,
attorneys and such other experts as it may deem advisable to attend any meeting
of the Committee. At least once each year, the Committee shall meet in a private
session at which only members of the Committee are present. In any case, the
Committee shall meet in executive session separately with internal auditors (if
any), external auditors and the Corporation's external securities counsel (if
any) at least annually.

         Section 3.05. Quorum; Required Vote. At all meetings of the Committee,
a majority of the members of the Committee shall be necessary and sufficient to
constitute a quorum for the transaction of business. If a quorum shall not be
present at any meeting of the Committee, the members of the Committee present
thereat may adjourn the meeting from time to time (without notice other than
announcement at the meeting) until a quorum shall be present. A meeting of the
Committee at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of any member; provided, however, that
no action of the remaining members of the Committee shall constitute the act of
the Committee unless the action is approved by at least a majority of the
required quorum for the meeting or such greater number of members of the
Committee as shall be required by applicable law or the Certificate of
Incorporation or Bylaws of the Corporation. The act of a majority of the members
of the Committee present at any meeting of the Committee at which there is a
quorum shall be the act of the Committee unless by express provision of law or
the Certificate of Incorporation or Bylaws of the Corporation a different vote
is required, in which case such express provision shall govern and control.



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         Section 3.06. Rules of Procedure and Minutes. The Committee may adopt
and establish its own rules of procedure; provided, however, that such rules of
procedure are not inconsistent with the Certificate of Incorporation or Bylaws
of the Corporation or with any specific direction as to the conduct of its
affairs as shall have been given by the Board. The Committee shall keep regular
minutes of its proceedings and report the same to the Board when requested.

                                   ARTICLE IV

                             Reporting to the Board

              The Committee, through its chairman, shall periodically report to
the Board on the activities of the Committee. These reports shall occur at least
twice during each fiscal year of the Corporation.

                                    ARTICLE V

                    Delegation of Authority for Audit Matters

         Section 5.01. Authority to Engage Advisors. The Committee shall have
the power and authority, without approval of the Board, to engage independent
counsel and other advisers as it determines necessary to carry out its duties.

         Section 5.02. Audit and Non-Audit Services. The Committee shall have
the responsibility, and the power and authority, without approval of the Board,
to approve all audit services (which may include providing comfort letters in
connection with securities underwritings) and all non-audit services that are
otherwise permitted by law (including tax services, if any) that are to be
provided to the Corporation by any independent auditors. The Committee may
delegate to one or more of its members the authority to preapprove audit and
non-audit services that are otherwise permitted by law; provided, however, that
any such preapproval is submitted to the full Committee for ratification at the
next scheduled meeting of the Committee.

         Section 5.03. Engagement Fees; Funding. The Committee shall have the
power and sole authority, without approval of the Board, (a) to approve the
scope of engagement of any independent auditors to be employed by the
Corporation (such approval constituting approval of each audit service within
such scope of engagement) and to approve all audit engagement fees and terms,
and (b) to determine appropriate funding (which shall be provided by the
Corporation) for the payment of compensation to (i) any independent auditors
employed by the Corporation for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the Corporation,
(ii) any independent counsel or other advisers engaged by the Committee and
(iii) ordinary administrative expenses of the Committee that are necessary or
appropriate in carrying out its duties.



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                                   ARTICLE VI

                       Responsibilities For Audit Matters

         Section 6.01. Relationship with External Auditors; Auditor
Independence; Financial Reporting and Controls. (a) The Committee shall be
directly responsible for the appointment, termination, compensation, retention
and oversight of the work of any independent auditors employed by the
Corporation (including resolution of disagreements between management and the
auditors regarding financial reporting) for the purpose of preparing or issuing
an audit report or performing other audit, review or attest services for the
Corporation, and all independent auditors shall report directly to the
Committee.

         (b) In executing its authority with respect to independent auditors and
its oversight role with respect to financial reporting and related matters, the
Committee shall:

         o        review and assess the nature and effect of any non-audit
                  services provided by external auditors;

         o        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;

         o        review annually the qualifications, performance and
                  independence of the Corporation's internal (if any) and
                  external auditors;

         o        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;

         o        discuss with external auditors any relationships or services
                  that may affect their objectivity or independence; and

         o        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.

If the Committee is not satisfied with any external auditor's assurances of
independence, it shall take or recommend to the Board appropriate action to
ensure the independence of such external auditor.



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         (c) The Committee shall be charged with the responsibility of reviewing
the adequacy of the Corporation's financial statements and financial reporting
systems. In this regard, the Committee shall:

         o        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;

         o        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;

         o        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;

         o        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;

         o        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;

         o        review the annual audit plan and the process used to develop
                  the plan and monitor the status of activities;

         o        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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         o        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

         o        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.

If any internal or external auditor of the Corporation identifies any
significant issue relative to overall Board responsibility that has been
communicated to management but, in their judgment, has not been adequately
addressed, they should communicate these issues to the chairman of the
Committee.

         (d) The Committee shall be charged with the responsibility of setting
clear hiring policies for employees or former employees of the Corporation's
independent auditors.

         Section 6.02. Internal Financial Controls; Communications With the
Board; Regulatory Examinations. (a) The Committee shall review the appointment
and replacement of the senior internal-auditing executive of the Corporation (if
any) and any key financial management of the Corporation, and shall review the
performance of the Corporation's internal auditors (if any). The Corporation's
internal auditors (if any) shall be responsible to the Board through the
Committee. The Committee shall consider, in consultation with the Corporation's
external auditors and the Corporation's senior internal-auditing executive (if
any), the adequacy of the Corporation's internal financial controls. The
Committee shall meet (i) separately, periodically, with management, with the
Corporation's internal auditors (or other personnel responsible for the internal
audit function) and with the Corporation's independent auditors and (ii)
separately, periodically, with the senior internal-auditing executive (if any)
to discuss any audit problems or difficulties, special problems or issues that
may have been encountered by the internal auditors (if any) and review
management's responses and the implementation of any recommended corrective
actions. The Committee shall also meet periodically with senior management to
review the Corporation's major financial risk exposures and the Corporation's
policies with respect to risk assessment and risk management.

         (b) The Committee shall serve as a channel of communication between the
Corporation's external auditors and the Board and between the Corporation's
senior internal-auditing executive (if any) and the Board.

         (c) The Committee shall review and assess any SEC inquiries and the
results of examination by other regulatory authorities in terms of important
findings, recommendations and management's responses.



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         Section 6.03. Audit Committee Report and Proxy Disclosures. The
Committee shall prepare the report required by the rules of the SEC to be
included in the Corporation's annual report. In connection with the Committee
report, the Committee shall:

         o        review the annual audited financial statements with management
                  and the Corporation's independent auditors;

         o        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;

         o        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;

         o        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;

         o        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

         o        determine whether fees paid to the Corporation's independent
                  auditors are compatible with maintaining their independence.

         Section 6.04. Limitations on Responsibilities for Audit Matters. While
the Committee has the duties and responsibilities set forth in this Charter, the
Committee is not responsible for planning or conducting audits or for
determining whether the Corporation's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles. In
fulfilling their responsibilities hereunder, it is recognized that members of
the Committee are not full-time employees of the Corporation, it is not the duty
or responsibility of the Committee or its members to conduct "field work" or
other types of auditing or accounting reviews or procedures or to set auditor
independence standards. Each member of the Committee shall be entitled to rely,
in the absence of actual knowledge to the contrary (which shall be promptly
reported to the Board), on (a) the integrity of those persons and organizations
within and outside the Corporation from which it receives information, (b) the
accuracy of the financial and other information provided to the Committee and
(c) statements made by management or third parties as to any information
technology, internal audit and other non-audit services provided by the auditors
to the Corporation.



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         Section 6.05. Annual Reviews. The Committee shall conduct an annual
evaluation of its performance in fulfilling its duties and responsibilities
under this Charter. The Committee shall review and assess the adequacy of this
Charter annually. The Committee shall approve the Charter in the form to be
included in the Corporation's proxy statement in accordance with applicable SEC
rules and regulations, as well as the rules and regulations of any applicable
stock exchange or quotation system.

                                   ARTICLE VII

                          Financial Compliance Matters

         Financial Code of Ethics. In executing its oversight role with respect
to the Financial Code of Ethics, the Committee shall review the adequacy of the
Financial Code of Ethics and the Corporation's internal controls and disclosure
controls and related policies, standards, practices and procedures (including
compliance guides and manuals). In this connection, the Committee may coordinate
its compliance activities with the Corporate Governance Committee of the Board
and any other standing committee of the Board. In addition, the Committee shall
meet periodically with senior management to discuss their views on whether:

         (a) the operations of the Corporation and its subsidiaries are
     conducted in compliance with all applicable laws, rules and regulations
     pertaining to financial reporting matters;

         (b) all accounting and reporting financial errors, fraud and
     defalcations, legal violations and instances of non-compliance (if any)
     with the Financial Code of Ethics or the Corporation's internal controls or
     disclosure controls or related policies, standards, practices and
     procedures are detected;

         (c) all violations of legal requirements pertaining to financial
     reporting matters (if any) are promptly reported to appropriate
     governmental officials when discovered and prompt, voluntary remedial
     measures are instituted; and

         (d) senior management and the Board are provided with timely, accurate
     information to allow management and the Board to reach informed judgments
     concerning the Corporation's compliance with all applicable laws, rules and
     regulations pertaining to financial reporting matters.

The Committee shall also be responsible for establishing procedures for the
receipt, retention, and treatment of complaints received by the Corporation
regarding accounting, internal accounting controls or auditing matters, and the
confidential, anonymous submission by employees of the Corporation of concerns
regarding questionable accounting or auditing matters. The General Counsel of
the Corporation shall be in charge of the Financial Code of Ethics, including
the day-to-day monitoring of compliance by officers and other employees and
agents of the Corporation and its subsidiaries.



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                                  ARTICLE VIII

                       Expectations and Information Needs

              The Committee should communicate its expectations and the nature,
timing and extent of information it requires to management and internal and
external auditors, accountants and attorneys. Written materials, including key
performance indicators and measures related to key financial risks, should be
provided to the Committee by management at least one week in advance of any
meeting of the Committee at which such materials will be discussed.

                                   ARTICLE IX

                                Additional Powers

              The Committee is authorized, in the name and on behalf of the
Corporation and at its expense, to take or cause to be taken any and all such
actions as the Committee shall deem appropriate or necessary to carry out its
responsibilities and exercise its powers under this Charter.

                                    ARTICLE X

                   Limitations on Duties and Responsibilities

              The Committee shall not have or assume any powers, authority or
duties vested in the Board which, under applicable law or any provision of the
Certificate of Incorporation or the Bylaws of the Corporation, may not be
delegated to a committee of the Board. The grant of authority to the Committee
contained in this Charter may be modified from time to time or revoked at any
time by the Board in its sole discretion.



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