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                                                                    EXHIBIT 14.1

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                            STERLING CHEMICALS, INC.


                                 CODE OF ETHICS

                         FOR THE CHIEF EXECUTIVE OFFICER

                          AND SENIOR FINANCIAL OFFICERS


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                                 AUGUST 6, 2003

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                            STERLING CHEMICALS, INC.
                                 CODE OF ETHICS
                       FOR THE CHIEF EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICERS

I.       INTRODUCTION

              This Code of Ethics for the Chief Executive Officer and Senior
Financial Officers (this "Code") applies to Sterling's chief executive officer,
chief financial officer, controller and treasurer, and any person performing
similar functions, in order to deter wrongdoing and to promote (i) honest and
ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships, (ii) full, fair,
accurate, timely and understandable disclosure in periodic reports and documents
that Sterling files with, or submits to, the Securities and Exchange Commission
and in other public communications made by Sterling, (iii) compliance with
applicable governmental laws, rules and regulations, (iv) prompt internal
reporting of violations of this Code to the appropriate person or persons
identified herein and (v) accountability for adherence to this Code. In
addition, Article V of this Code applies to all of Sterling's directors,
officers and employees. References in this Code to Sterling mean Sterling
Chemicals, Inc. or any of its subsidiaries.

              While Sterling expects honest and ethical conduct in all aspects
of our business from all directors, officers and employees, we expect the
highest possible standards from our chief executive officer and senior financial
officers. You are setting an example for other employees, and we expect you to
foster a culture of transparency, integrity and honesty. Compliance with this
Code is a condition to your employment, and any violations of this Code will be
dealt with severely. You are expected to report any violations of this Code
promptly.

              You will be required to acknowledge and certify in writing, on an
annual basis, your compliance with this Code and to submit such written
certification to Sterling's Audit and Compliance Committee.

              As required by and in accordance with the rules of the Securities
and Exchange Commission, any change in or waiver of this Code will be
immediately disclosed pursuant to a filing on Form 8-K (or any successor form),
dissemination by the Internet or other electronic means.

II.      CONFLICTS OF INTEREST

              You should never be subject, or even appear to be subject, to
influences, interests or relationships that conflict with the best interests of
Sterling. This means that any activity that might compromise or appear to
compromise your integrity or the integrity of Sterling, or conflict with your
duty of loyalty to Sterling, should be avoided. More specifically, Sterling
prohibits conflicts of interest unless specifically approved by our Board of
Directors (in each case, in accordance with Delaware or other applicable law).
Any potential conflicts of interest must be reported immediately to Sterling's
General Counsel.


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              While it is not possible to describe, or even anticipate, all of
the circumstances and situations that might involve a conflict of interest,
there are certain situations that Sterling will always consider to involve a
conflict of interest. These occur if you or any other person having a close
personal relationship with you, such as a family member, in-law, business
associate or person living in the same household:

         o        obtains a significant financial or other beneficial interest
                  in one of Sterling's suppliers, customers or competitors
                  without first notifying Sterling and obtaining prior approval
                  from our Board of Directors;

         o        engages in a significant personal business transaction
                  involving Sterling for profit or gain, unless such transaction
                  has first been approved by our Board of Directors;

         o        accepts money, gifts of other than nominal value, excessive
                  hospitality, loans or other special treatment from any
                  supplier, customer or competitor of Sterling (loans from
                  lending institutions at prevailing interest rates excluded);

         o        participates in any unauthorized sale, loan or gift of
                  Sterling's property; or

         o        learns of a business opportunity through association with
                  Sterling and discloses it to a third party or invests in the
                  opportunity without first offering Sterling the right to
                  invest in or otherwise participate in such opportunity.

III.     ACCOUNTING CONTROLS, PROCEDURES AND RECORDS

              It is the policy of Sterling to keep books and records that fairly
and accurately reflect our business operations, to maintain a system of internal
accounting controls that will ensure the reliability and adequacy of our books
and records, to disclose our financial condition fully and fairly and to make
full, fair, accurate, timely and understandable disclosure in all reports and
documents we file with the Securities and Exchange Commission and in other
communications to securities analysts, rating agencies and investors.

              You have a responsibility to exercise the highest standard of care
in preparing such books and records, reports, documents and disclosures. In
particular, you have the responsibility to ensure that, in all material respects
and to the best of your ability:

         o        all of Sterling's accounting records, as well as reports
                  produced from those records, are kept and presented in
                  accordance with the laws of each applicable jurisdiction;

         o        all records fairly and accurately reflect the transactions or
                  occurrences to which they are related;

         o        all records fairly and accurately reflect in reasonable detail
                  Sterling's assets, liabilities, revenues and expenses;

         o        Sterling's accounting records do not contain any false or
                  intentionally misleading entries;

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         o        no transactions are misclassified as to accounts, departments
                  or accounting periods;

         o        all transactions are supported by accurate documentation in
                  reasonable detail and recorded in the proper account and in
                  the proper accounting period;

         o        all of Sterling's accounting records comply with accounting
                  principles generally accepted in the United States of America;
                  and

         o        Sterling's system of internal accounting controls, including
                  compensating controls, is followed at all times.

IV.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS

              You are expected to know and comply with both the letter and
spirit of all laws, rules and regulations applicable to Sterling's business. If
you fail to comply with this Code, Sterling's Code of Ethics and Conduct or any
applicable laws, rules or regulations and, in particular, if you engage in any
intentionally false or misleading conduct, including concealment of any
information from Sterling's internal or independent auditors, you will be
subject to disciplinary measures, up to and including discharge from Sterling.

V.       DUTY TO REPORT VIOLATIONS OF THE CODE

              You are required to promptly report any actual or reasonably
suspected violation of this Code. Violations should be reported either through
Sterling's toll-free anonymous hotline (888-883-1499) or directly to the General
Counsel. NO RETRIBUTION AGAINST ANY INDIVIDUAL WHO REPORTS A VIOLATION OF THIS
CODE IN GOOD FAITH WILL BE PERMITTED. All reports will be promptly investigated
and appropriate corrective or disciplinary action will be taken to deter
wrongdoing and to promote accountability for adherence to this Code, up to and
including discharge from Sterling and notification of regulatory authorities.
Sterling's General Counsel is responsible for investigating and reporting to the
Audit and Compliance Committee all actual and reasonably suspected violations of
this Code.

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