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                                                                     EXHIBIT 3.1


                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            STERLING CHEMICALS, INC.

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                 Pursuant to Sections 103(f), 245 and 303 of the
                        Delaware General Corporation Law

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                  The undersigned, David G. Elkins, certifies that he is the
President and Co-Chief Executive Officer of Sterling Chemicals, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), and does hereby further certify as follows:

                  (1)      The name under which the Corporation was originally
                           incorporated was STX Chemicals Corp. and the original
                           Certificate of Incorporation of the Corporation was
                           filed with the Secretary of State of the State of
                           Delaware on May 10, 1996.

                  (2)      The name of the Corporation was changed to Sterling
                           Chemicals, Inc. pursuant to that certain Certificate
                           of Amendment of the Certificate of Incorporation of
                           STX Chemicals Corp. filed with the Secretary of State
                           of the State of Delaware on August 21, 1996.

                  (3)      This Amended and Restated Certificate of
                           Incorporation was duly adopted in accordance with the
                           provisions of Sections 103(f), 245 and 303 of the
                           General Corporation Law of the State of Delaware (the
                           "DGCL") in order, among other things, to put into
                           effect and carry out the confirmation order entered
                           by the United States Bankruptcy Court for the
                           Southern District of Texas on November 21, 2002 in
                           the reorganization proceeding styled In re Sterling
                           Chemicals Holdings, Inc., et al., Case No.
                           01-37805-H4-11, which confirmed the Joint Plan of
                           Reorganization of the Corporation dated October 14,
                           2002 (the "Joint Plan of Reorganization").

                  (4)      The text of the Certificate of Incorporation of the
                           Corporation as amended hereby is restated to read in
                           its entirety as follows:

                  FIRST: The name of the Corporation is "Sterling Chemicals,
Inc." (hereinafter the "Corporation").



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                  SECOND: The registered office of the Corporation in the State
of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle. The name of the registered agent of
the Corporation at such address is The Corporation Trust Company.

                  THIRD: The purpose for which the Corporation is organized is
to engage in any lawful acts and activities for which corporations may be
organized under the DGCL, and the Corporation shall have the power to perform
all lawful acts and activities.

                  FOURTH:

                  A. Authorized Capital Stock. The total number of shares of
stock that the Corporation shall have the authority to issue is 20,125,000
shares of capital stock, consisting of (i) 125,000 shares of preferred stock,
par value $.01 per share (the "Preferred Stock"), and (ii) 20,000,000 shares of
common stock, par value $.01 per share (the "Common Stock").

                  B. Common Stock.

                           1. Rights Generally. Except as otherwise expressly
provided herein or as otherwise required by applicable law, all shares of Common
Stock will be identical and will entitle the holders thereof to the same rights
and privileges.

                           2. Voting Rights of Common Stock Generally. Subject
to any right that may be conferred upon holders of Preferred Stock to vote
together with holders of Common Stock on any matter submitted to a vote of
stockholders, or in respect of which written consents in lieu of a meeting are
solicited, each holder of shares of Common Stock shall be entitled to one vote
for each share of Common Stock registered in the name of such holder on the
transfer books of the Corporation on each matter on which the common
stockholders of the Corporation shall be entitled to vote.

                           3. Dividend Rights. Subject to the prior rights and
preferences (if any) of the holders of any other class or series of stock having
a preference as to dividends over the Common Stock, the holders of Common Stock
will be entitled to receive, to the extent permitted by law, and to share
equally and ratably, share for share, such dividends as may be declared from
time to time by the Board of Directors, whether payable in cash, property,
securities or otherwise of the Corporation.

                           4. Liquidation, Dissolution or Other Winding Up of
the Corporation. In the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or other winding up of the Corporation,
after distribution in full of preferential amounts, if any, to be distributed to
the holders of shares of any other class or series of stock having a preference
as to liquidating distributions over the Common Stock, the holders of the Common
Stock shall be entitled to share equally and ratably, share for share, in all of
the remaining assets of the Corporation of whatever kind available for
distribution to stockholders. For purposes of this Section, neither the
voluntary sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all the property or
assets of the Corporation nor the consolidation or merger of the Corporation
with or into one or more other corporations shall be deemed to be a liquidation,
dissolution or winding-up of the Corporation,



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voluntary or involuntary, unless such voluntary sale, conveyance, exchange or
transfer shall be in connection with a dissolution or winding-up of the business
of the Corporation.

                  C. Preferred Stock.

                           1. Authority is hereby expressly granted to and
vested in the Board of Directors to authorize from time to time the issuance of
Preferred Stock in one or more series. With respect to each series of Preferred
Stock authorized by it, the Board of Directors shall be authorized to establish
by resolution or resolutions, and by filing a certificate pursuant to the
applicable law of the State of Delaware (a "Preferred Stock Designation"), the
following to the fullest extent now or hereafter permitted by the DGCL:

                                    (a) the designation of such series;

                                    (b) the number of shares to constitute such
series;

                                    (c) subject to Section D of this Article
FOURTH with respect to the application of Section 1123(a)(6) of Chapter 11 of
Title 11 of the United States Code, whether such series is to have full, special
or limited voting rights, or no voting rights;

                                    (d) if (subject as aforesaid) such series
has voting rights, whether or not such series is to be entitled to vote as a
separate class either alone or together with the holders of the Common Stock or
one or more other series of Preferred Stock;

                                    (e) the preferences and relative,
participating, optional, conversion or other special rights (if any) of such
series and the qualifications, limitations or restrictions (if any) with respect
to such series;

                                    (f) the redemption rights and price(s), if
any, of such series, and whether or not the shares of such series shall be
subject to the operation of retirement or sinking funds to be applied to the
purchase or redemption of such shares for retirement and, if such retirement or
sinking fund or funds are to be established, the periodic amount thereof and the
terms and provisions relative to the operation thereof;

                                    (g) the dividend rights and preferences (if
any) of such series, including, without limitation, (A) the rates of dividends
payable thereon, (B) the conditions upon which and the time when such dividends
are payable, (C) whether or not such dividends shall be cumulative or
noncumulative and, if cumulative, the date or dates from which such dividends
shall accumulate and (D) whether or not the payment of such dividends shall be
preferred to the payment of dividends payable on the Common Stock or any other
series of Preferred Stock;

                                    (h) the preferences (if any), and the
amounts thereof, which the holders of such series shall be entitled to receive
upon the voluntary or involuntary liquidation, dissolution or winding-up of, or
upon any distribution of the assets of, the Corporation;

                                    (i) whether or not the shares of such
series, at the option of the Corporation or the holders thereof or upon the
happening of any specified event, shall be



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convertible into or exchangeable for (A) shares of Common Stock, (B) shares of
any other series of Preferred Stock or (C) any other stock or securities of the
Corporation;

                                    (j) if such series is to be convertible or
exchangeable, the price or prices or ratio or ratios or rate or rates at which
such conversion or exchange may be made and the terms and conditions (if any)
upon which such price or prices or ratio or ratios or rate or rates may be
adjusted; and

                                    (k) such other rights, powers and
preferences with respect to such series as the Board of Directors may deem
advisable.

Any series of Preferred Stock may vary from any other series of Preferred Stock
in any or all of the foregoing respects and in any other manner.

                           2. The Board of Directors may, with respect to any
existing series of Preferred Stock but subject to the Preferred Stock
Designation creating such series, (a) increase the number of shares of Preferred
Stock designated for such series by a resolution adding to such series
authorized and unissued shares of Preferred Stock not designated for any other
series or (b) decrease the number of shares of Preferred Stock designated for
such series by a resolution subtracting from such series shares of Preferred
Stock designated for such series (but not below the number of shares of such
series then outstanding), and the shares so subtracted shall become authorized,
unissued and undesignated shares of Preferred Stock.

                           3. No vote of the holders of Common Stock or any
class or series of Preferred Stock then issued and outstanding shall, unless
otherwise expressly provided in a Preferred Stock Designation, be a prerequisite
to the issuance of any shares of any series of the Preferred Stock authorized by
and complying with the conditions of this Amended and Restated Certificate of
Incorporation. Shares of any series of Preferred Stock that have been authorized
for issuance pursuant to this Amended and Restated Certificate of Incorporation
and that have been issued and reacquired in any manner by the Corporation
(including upon conversion or exchange thereof) shall be restored to the status
of authorized and unissued shares of Preferred Stock and may be reissued as part
of a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors and a Preferred Stock Designation as set forth above.

                  D. Limitation on Issuance of Non-Voting Equity Securities.
Notwithstanding any other provision in this Article FOURTH, pursuant to Section
1123(a)(6) of Chapter 11 of Title 11 of the United States Code, the Corporation
will not issue non-voting equity securities (which shall not be deemed to
include any warrants or options to purchase capital stock of the Corporation);
provided, however, that this provision (i) will have no further force or effect
beyond that required under Section 1123 of the Bankruptcy Code, (ii) will have
such force and effect, if any, only for so long as such section is in effect and
applicable to the Corporation or any of its wholly-owned subsidiaries and (iii)
in all events may be amended or eliminated in accordance with applicable law as
from time to time in effect.

                  E. Stock Options, Warrants, etc. Unless otherwise expressly
prohibited in a Preferred Stock Designation creating any series of Preferred
Stock, the Corporation shall have authority to create and issue warrants, rights
and options entitling the holders thereof to purchase



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from the Corporation shares of the Corporation's capital stock of any class or
series or other securities of the Corporation for such consideration and to such
persons, firms or corporations as the Board of Directors, in its sole
discretion, may determine, setting aside from the authorized but unissued stock
of the Corporation the requisite number of shares for issuance upon the exercise
of such warrants, rights or options. Such warrants, rights and options shall be
evidenced by one or more instruments approved by the Board of Directors. The
Board of Directors shall be empowered to set the exercise price, duration, time
for exercise and other terms of such warrants, rights or options; provided,
however, that the consideration to be received for any shares of capital stock
subject thereto shall not be less than the par value thereof.

                  F. Shares of Common Stock and certain other equity securities
of the Corporation constituting "Restricted Equity Securities" (such term having
the meaning ascribed to it in that certain Tag Along Agreement (as defined
below) to which the Corporation is to be a party) are subject to certain
restrictions on transfer specified in such Tag Along Agreement. In accordance
therewith, the Restricted Equity Securities owned by any Restricted Holder shall
not be Transferred in any Qualifying Transaction, and no Restricted Holder
shall, and RAM shall not permit any RAM Affiliate to, Transfer any Restricted
Equity Securities, in any Qualifying Transaction, in any case, without
satisfaction of the conditions specified in Article III of such Tag Along
Agreement. Any Transfer of Restricted Equity Securities by any Restricted Holder
in violation of the Tag Along Agreement shall be void ab initio and of no force
or effect. The Corporation shall not register the transfer on its books of any
certificate representing shares of Restricted Equity Securities nor issue any
certificates in lieu thereof unless in compliance with the terms and provisions
of the Tag Along Agreement. For purposes of this Article FOURTH, the terms
"Restricted Equity Securities," "Qualifying Transaction," "RAM," "RAM
Affiliate," "Restricted Holder," "Transfer" and "Transferred" shall have
meanings ascribed to such terms in that certain Tag Along Agreement, to be
entered into on and dated as of the "Effective Date" of (and as defined in) the
Joint Plan of Reorganization ("Tag Along Agreement"), by and among the
Corporation, Resurgence Asset Management, L.L.C., a Delaware limited liability
company on behalf of itself and each of the RAM Affiliates and the Creditor's
Committee, on behalf of the Qualifying Holders, a copy of which is available
upon written request delivered to the Secretary of the Corporation. This Section
F. of this Article FOURTH shall not be amended without the approval of the
Required Qualifying Holders.

                  FIFTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

                  A. Board of Directors Generally.

                           1. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors.

                           2. The number of directors constituting the entire
board of directors shall be as set forth in or fixed pursuant to the Bylaws of
the Corporation, except that the size of the entire board of directors shall
automatically be increased to the extent necessary to implement the provisions
set forth in Section B. and Section C. of this Article FIFTH.



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                           3. Subject to the terms of Sections B. and C. of this
Article FIFTH, nominations of persons for election or reelection to the Board of
Directors may be made by or at the direction of the Board of Directors. Subject
to the terms of Sections B. and C. of this Article FIFTH, the Bylaws may set
forth procedures for the nomination of persons for election or reelection to the
Board of Directors and only persons who are nominated in accordance with such
procedures (if any) shall be eligible for election or reelection as directors of
the Corporation.

                           4. Except as otherwise provided in this Amended and
Restated Certificate of Incorporation including Section B. and Section C. of
this Article FIFTH, directors shall be elected by a plurality of the votes cast
at the annual meetings of stockholders, and each director so elected shall hold
office until the next annual meeting of stockholders and until such director's
successor is duly elected and qualified, or until such director's earlier death,
resignation or removal.

                           5. Subject to the terms of Sections B. and C. of this
Article FIFTH, unless otherwise provided by law, vacancies arising through
death, resignation, removal, an increase in the number of directors or otherwise
may be filled only by a majority of the directors then in office, though less
than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until the next annual election and until their successors are
duly elected and qualified, or until their earlier death, resignation or
removal. If there are no directors then in office, an election of directors may
be held in the manner provided by applicable law.

                           6. Directors may be removed at any time for Cause (as
defined below) by the vote of a majority of the directors then in office
(excluding the director so sought to be removed). Directors may be removed at
any time, and from time to time, without Cause, by the holders of a majority of
the shares then entitled to vote at an election of directors, except that (a)
any director designated by the Unsecured Creditors Committee pursuant to Section
B. of this Article FIFTH may be removed without Cause only by the Unsecured
Creditors Committee, and (b) any director elected by the holders of Senior Notes
pursuant to Section C. of this Article FIFTH may be removed without Cause only
by the holders of a majority in aggregate principal amount of the then
outstanding Senior Notes. For purposes of this Amended and Restated Certificate
of Incorporation, "Cause" shall mean (i) conviction of any crime (whether or not
involving the Corporation) constituting a felony in the jurisdiction involved,
the time for appeal having expired; (ii) engaging in any substantiated act
involving moral turpitude; or (iii) misappropriation of any Corporation assets.

                  B. Designation of Director by Unsecured Creditors Committee.

                           1. Under and in accordance with the Joint Plan of
Reorganization, the Unsecured Creditors Committee (as such term is defined in
the Joint Plan of Reorganization), designated Ronald A. Rittenmeyer to serve,
and Ronald A. Rittenmeyer is hereby named, constituted and appointed, as a
director of the Corporation for two successive one-year terms, such terms to
commence upon the Effective Date (as such term is defined in the Joint Plan of
Reorganization) and terminate at the first annual meeting of the Corporation
held after the second anniversary of the Effective Date, whereupon the
directorship described in this Section B. of Article FIFTH shall cease to exist.



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                           2. In the event of the death or resignation of Ronald
A. Rittenmeyer, or in the event that Ronald A. Rittenmeyer shall be removed as a
director by the Unsecured Creditors Committee for any reason or by the remaining
directors of the Corporation for Cause (as defined above), he shall be replaced
and such vacancy filled by Thomas P. Krasner, who has been designated by the
Unsecured Creditors Committee for such purpose under and in accordance with the
Joint Plan of Reorganization, and Thomas P. Krasner shall serve, and (for such
purpose) Thomas P. Krasner is hereby named, constituted and appointed, as a
director for the Corporation for the remaining portion of such terms.

                           3. In the event of the death (while serving as a
director) or resignation of Thomas P. Krasner, or in the event that Thomas P.
Krasner shall be removed as a director by the Unsecured Creditors Committee for
any reason or by the remaining directors of the Corporation for Cause (as
defined above), he shall not be replaced (and such vacancy not filled), and the
directorship described in this Section B. of Article FIFTH shall cease to exist.

                  C. Designation of Director by Holders of 10% Senior Secured
Notes.

                           1. For so long as there shall be outstanding under
the 10% Senior Secured Notes (the "Senior Notes") to be due five years after the
Effective Date and issued by the Corporation under the Joint Plan of
Reorganization any Obligations (as such term is defined in the indenture, to be
dated as of the Effective Date, by and between the Corporation and the Trustee,
pursuant to which the Senior Notes are to be issued, as the same shall be
amended and in effect from time to time (the "Indenture")), the holders of the
Senior Notes shall have the exclusive right, voting separately as a class, to
elect one director of the Corporation, as follows:

                                    (a) The initial director designated pursuant
to this subsection (1)(a) shall be designated by the Unofficial Secured
Noteholders Committee (as defined in the Joint Plan of Reorganization) pursuant
to the Joint Plan of Reorganization and shall take office upon the Effective
Date. Thereafter, the holders of the Senior Notes shall have the exclusive
right, voting separately as a class, at each annual meeting of stockholders of
the Corporation held for the purpose of electing directors or by the written
consent of the holders of the Senior Notes entitled to vote thereon pursuant to
Section 228 of the DGCL, to elect one director, to hold office until the next
annual meeting of stockholders and until such director's successor is duly
elected and qualified, or until such director's earlier death, resignation or
removal. Such voting right shall continue until such time as all Obligations
under the Senior Notes shall have been paid in full, at which time such voting
right of the holders of the Senior Notes shall terminate.

                                    (b) With respect to any annual meeting of
stockholders held, or written consent obtained, subsequent to the Effective
Date, the holders of Senior Notes entitled to elect a director pursuant to this
Section shall designate a nominee pursuant to such procedures as shall be set
forth in the Indenture.

                                    (c) At any meeting held for the purpose of
electing directors at which the holders of the Senior Notes shall have the right
to elect directors as provided herein, the presence in person or by proxy of the
holders of 33-1/3% in aggregate principal amount of the then outstanding Senior
Notes shall be required and be sufficient to constitute a quorum of such holders
for the election of the director by such holders, unless otherwise specified in
the



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Indenture. At any such meeting or adjournment thereof, the absence of a quorum
of the holders of the Senior Notes having such right shall not prevent the
election of directors other than those to be elected by the holders of Senior
Notes and the absence of a quorum or quorums of the holders of capital stock
entitled to elect such other directors shall not prevent the election of the
director to be elected by the holders of the Senior Notes entitled to elect such
directors. The vote, in person or by proxy, of the holders of a plurality in
aggregate principal amount of the then outstanding Senior Notes present in
person or by proxy at such meeting shall be sufficient to elect the director
under this Section C. of Article FIFTH.

                                    (d) A vacancy in the directorship created
pursuant to this Section C. of Article FIFTH arising through death, resignation,
removal or otherwise may be filled only by the vote of the holders of the then
outstanding Senior Notes at any time pursuant to such procedures as shall be set
forth in the Indenture.

                           2. The directorship created pursuant to this Section
C. of Article FIFTH shall terminate when after the Effective Date no further
Obligations under the Senior Notes are outstanding. Upon such termination, the
term of office of the director then in office shall terminate and he or she
shall resign from the Board of Directors of the Corporation, and the
directorship described in this Section C. of Article FIFTH shall cease to exist.

                  D. Power of Directors Concerning Bylaws. The directors shall
have concurrent power with the stockholders to make, alter, amend, change, add
to or repeal the Bylaws of the Corporation.

                  E. Personal Liability of Directors. No director shall be
personally liable to the Corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL or (iv) for any transaction from which the director derived an
improper personal benefit. Any repeal or modification of this Article FIFTH by
the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification with respect to acts or omissions occurring prior to such repeal
or modification. If the DGCL is hereafter amended to authorize corporate action
further limiting or eliminating the personal liability of directors, then the
personal liability of the directors to the Corporation or its stockholders shall
be limited to the full extent permitted by the DGCL, as so amended from time to
time.

                  F. General Powers of Directors. In addition to the powers and
authority hereinbefore or by statute expressly conferred upon them, the
directors are hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the DGCL, this Amended and Restated
Certificate of Incorporation, and any Bylaws adopted by the stockholders;
provided, however, that no Bylaws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such
Bylaws had not been adopted.



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                  G. Registration and Reports under the Securities Exchange Act
of 1934. At all times during the period commencing with the Effective Date) and
continuing thereafter for 18 months, the Corporation shall cause the shares of
Common Stock to be registered under Section 12(g) of, and shall timely file with
the Securities and Exchange Commission all reports required to be filed pursuant
to Section 13 of, the Securities Exchange Act of 1934, as amended.

                  SIXTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that (i) such person is or was a director or
officer of the Corporation on or after October 7, 2002 and (ii) except for
proceedings to enforce rights to indemnification, the Corporation shall not be
obligated to indemnify any director or officer (or his or her heirs, executors
or personal or legal representatives) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof)
initiated by such person unless such proceeding (or part thereof) was authorized
or consented to by the Board of Directors. The right to indemnification
conferred by this Article SIXTH shall include the right to be paid by the
Corporation the expenses incurred in defending or otherwise participating in any
proceeding in advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SIXTH to directors and officers of the
Corporation.

                  The rights to indemnification and to the advance of expenses
conferred in this Article SIXTH shall not be exclusive of any other right which
any person may have or hereafter acquire under this Amended and Restated
Certificate of Incorporation, the Bylaws of the Corporation, any statute,
agreement, vote of stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article SIXTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  SEVENTH: Meetings of stockholders may be held within or
without the State of Delaware, as the Bylaws may provide. The books of the
Corporation may be kept (subject to any provision contained in the DGCL) outside
the State of Delaware as such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws of the Corporation.

                  EIGHTH: The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatsoever.

                  NINTH: The Corporation hereby elects not to be governed by
Section 203 of the DGCL.



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                  TENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Amended and Restated
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation; provided that the Corporation shall not amend, alter,
change or repeal any provision contained in (i) Paragraphs 2 or 5 of Section A.
or Section B. of Article FIFTH hereof or this clause (i) at any time prior to
the first annual meeting of the Corporation held after the second anniversary of
the Effective Date without the approval of the holders of 95% of the outstanding
Common Stock voting as a separate class; (ii) for so long as any Obligations
under the Senior Notes shall be outstanding, Section C. of Article FIFTH hereof
without the approval of the holders of Senior Notes required generally under the
Indenture to waive or amend a provision thereof and (iii) Section F. of Article
FOURTH hereof or this clause (iii) at any time prior to the termination of the
Tag Along Agreement in accordance with its terms without the approval of the
holders of 95% of the outstanding Common Stock voting as a separate class.

                  IN WITNESS WHEREOF, the Corporation has caused this Amended
and Restated Certificate of Incorporation to be executed this day of December,
2002.


                                    STERLING CHEMICALS, INC.



                                    By:
                                       -----------------------------------------
                                        David G. Elkins
                                        President
                                        Co-Chief Executive Officer



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