Exhibit 3.3
 PLEDGE AGREEMENT
 Agreement Borrower Article I Pledgor Pledgors Chase
 RECITALS:
 Credit Agreement
     
 Certain Terms
 Agreement preamble
 Borrower preamble
 Capital Securities
 Chase preamble




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Collateral Section 2.1
 Credit Agreement
 Disposition
 Distributions
 Dividends
 Governmental Authority
 Indenture
 Intercreditor Agreement
 Material Adverse Effect
 Obligations
 Permitted Liens
 Pledged Notes
 2




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Pledged Property
 Pledged Securities
 Pledged Share Issuer Attachment 1
 Pledged Shares Attachment 1
 Pledgor Pledgors preamble
 Restricted Subsidiary
 Subsidiary
 Termination Date
 Unrestricted Subsidiary
 Credit Agreement Definitions
 U.C.C. Definitions
 
 Grant of Security Interest Collateral
 3




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Attachment 1
  Attachment 1
    Security for Obligations
 Delivery of Pledged Property
 Dividends, Distributions and Payments on Pledged Securities provided however Attachment
1 Section 2.3
 Continuing Security Interest
    4




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clause (c) Section 2.5 Section 6.4 provided
 Security Interest Absolute
     5




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Postponement of Subrogation, etc provided however
    6




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Article III
 Ownership, No Liens, etc.
 Valid Security Interest
 As to Pledged Shares Attachment 1 Attachment 1
 Authorization, Approval, etc
   7




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provided however
 Compliance with Laws
 
 Protect Collateral; Further Assurances, etc. Section 2.3
 Stock Powers, etc
 8




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Continuous Pledge Section 2.4 Attachment
1
 Voting Rights; Dividends, etc.
 Section 6.3
    provided however
 9




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Chase Appointed Attorney-in-Fact
  clause (a)
   Chase May Perform Section 6.4
 Chase Has No Duty
   Reasonable Care provided
 10




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Certain Remedies
         11




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Compliance with Restrictions
 Application of Proceeds
 Section 6.4
    Indemnity and Expenses
     12




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Loan Document
 Amendments, etc
 Protection of Collateral
 Addresses for Notices
 Headings
 Severability
 Governing Law THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
 13




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Counterparts
 Additional Pledgors Annex I
 Intercreditor Agreement
 [Remainder of this page intentionally left blank; signature page follows]
 14




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PLEDGORS:
STERLING CHEMICALS, INC.By:

/s/
DAVID J. COLLINSDavid J. CollinsSenior Vice President and
Chief Financial OfficerCHASE:
JPMORGAN CHASE BANK, N.A.,
a national banking associationBy:
/s/
LINDSAY SCHELSTRATEName:
    Lindsay SchelstrateTitle:

Assistant
Vice President [Signature Page to Pledge Agreement]




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[CHASE TO CONFIRM FOLLOWING REVIEW OF PERFECTION CERTIFICATE]
 Number or Percentof Shares/Units
    
    Class(es) of
    
    Certificate NumberPledgor
    
    Pledged Company
    
    Being Pledged
    
    Pledged Shares
    
    (If Applicable)Sterling Chemicals,
Inc.
    
    Primex, Ltd.
    
    
    49,083
    
    
    Common (no par
value)
    
    No. 34Sterling Chemicals,
Inc.
    
    S&L Cogeneration
Company
    
    100% of General
Partnership
Interest
    
    N/A
    
    N/A




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Supplement Pledge Agreement Section 7.9 Borrower Pledgor Pledgors Chase
 RECITALS:
 Credit Agreement Borrower
    Section 7.9
   Section 7.9 Additional Collateral




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Attachment 1
  Attachment 1
    Attachment 1 Attachment 1
 Article III
    THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.




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[NAME OF ADDITIONAL PLEDGOR]By:Name:Title: ACKNOWLEDGED AND ACCEPTED BY:
JPMORGAN CHASE BANK, N.A.,
a national banking associationBy:Name:Title:




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[NAME OF PLEDGOR]
 Pledged SharesPledged Share Issuer
    
    Capital SecuritiesAuthorized Shares
    
    Outstanding Shares
    
    % of Shares Pledged
 Pledged NotesMaker
    
    Description
    
    Aggregate Principal Amount Outstanding