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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 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 any) and independent auditors, (c) be directly responsible for the
appointment, compensation and oversight of the Corporation's independent
auditors, (d) be
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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. Each Committee member shall
satisfy the following 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:

              (a) Each member of the Committee shall 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) Each member of the Committee shall (i) have the ability to
       read and understand fundamental financial statements, including a
       balance sheet, income statement and statement of cash flow, and (ii)
       have the ability to understand key financial risks and related controls
       and control processes.

              (c) Each member of the Committee shall 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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                                  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.

              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

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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 for the payment of compensation to (i)
any independent auditors employed by the Corporation for the purpose of
rendering or issuing an audit report and (ii) any independent counsel or other
advisers engaged by the Committee.

                                   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 and
oversight of the work of any independent auditors employed by the Corporation
(including resolution of disagreements between management and the auditors

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regarding financial reporting) for the purpose of preparing or issuing an audit
report or related work, 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 performance (effectiveness, objectivity
                    and independence) of the Corporation's internal (if any)
                    and external auditors;

               o    ensure receipt of a formal written statement from the
                    external auditors consistent with standards set by the
                    Independence Standards Board; and

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

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.

              (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)
                    conduct a review of such document with management and the
                    Corporation's independent auditors, including the financial
                    statements to be included therein and the 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

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                    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; and

               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.

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.

              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

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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 periodically with the senior internal-auditing executive
(if any) to discuss special problems or issues that may have been encountered
by the internal auditors (if any) and review 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.

              (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.

              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

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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.

              Section 6.05. Charter. The Committee shall review and reassess 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

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the Corporation's compliance with all applicable laws, rules and regulations
pertaining to financial reporting 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.

                                  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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