Exhibit 3.2
 SECURITY AGREEMENT
 Agreement Borrower Article I Grantor Grantors Chase
 RECITALS:
 Credit Agreement
     
 Certain Terms
 Agreement preamble
 Borrower preamble
 Capital Stock
 Chase preamble
 Collateral Section 2.1




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Computer Hardware and Software Collateral
  clause (a)
  clauses (a) (c)
  Copyright Collateral Copyrights
 Credit Agreement
 Disposition
 Excluded Contracts
 Excluded Equipment
 2




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Excluded Equity
 Excluded Intellectual Property
 Event of Default
 Governmental Authority
 Grantor Grantors preamble
 Indenture Deed of Trust
 Indenture
 Intellectual Property Collateral
 Intercreditor Agreement
 Letters of Credit
 Lien
 Material Adverse Effect
 3




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Non-Facility Assets
 Obligations
 Patent Collateral
  clause (a)
 clauses
(a) (c) Patents
 clauses (a) (b) clause (c)
 Perfection Certificate
 Permitted Liens
 Person
 Real Property Exhibit A
 Receivable
 Restricted Subsidiary
 Sale/Leaseback Transaction
 4




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Taxes
 Termination Date
 Trademark Collateral
 clause (a) Trademark
  clauses
(a) (b)
 clauses (a) (c)
 clauses (a) (c)
 Trade Secrets Collateral Trade
Secret
 5




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U.C.C.
 Unrestricted Subsidiary
 Credit Agreement Definitions
 U.C.C. Definitions
 
 Grant of Security Collateral
        6




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Security for Obligations
 Continuing Security Interest
    clause (c) Section
2.1
 7




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Section 2.3 Section 6.3
 Grantor Remains Liable
    Security Interest Absolute
 8




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Postponement of Subrogation, etc provided however
   9




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Representations and Warranties Article III
 Location of Collateral, etc Item 3 of the
Perfection Certificate Item 3 of the Perfection Certificate Item 3 of the Perfection Certificate Item 1(d) of the Perfection
Certificate Item 1(a) of the Perfection
Certificate Item 1(c) of the Perfection Certificate Section 4.6 Item 13 of the Perfection
Certificate
 Ownership, No Liens, etc
 Possession and Control
 Negotiable Documents, Instruments and Chattel Paper
 10




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Intellectual Property Collateral
       Validity, etc clause (b) Section 3.8
 Authorization, Approval, etc
 11




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Compliance with Laws
 Commercial Tort Claims
 
 Certain Covenants Article IV
 As to Equipment and Inventory
 Section 3.2 Article III first sentence Section 4.6
   As to Receivables
 Section
3.5 Section 4.6(a) Section
3.2 Section 3.2
 12




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first sentence Section 4.6
   As to Collateral
  13




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As to Intellectual Property Collateral
    14




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clauses (a) (b)
  Further Assurances, etc
     15




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Commercial Tort Claims
 
 Chase Appointed Attorney-in-Fact
  clause (a)
  Section 4.6
  Chase May Perform Section 6.3
 16




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Chase Has No Duty
   Reasonable Care provided
 
 Certain Remedies
    17




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Section 6.3
          Section 6.1(c) provided
 Compliance with Restrictions
 18




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Indemnity and Expenses
     
 Loan Document
 Amendments; etc
 Protection of Collateral
 19




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Addresses for Notices
 Headings
 Severability
 Counterparts; Effectiveness
 Governing Law THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 Additional Grantors Annex I
 Intercreditor Agreement
 20




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[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
 21




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GRANTORS:

STERLING CHEMICALS, INC.By:

/s/
DAVID J. COLLINSDavid J. CollinsSenior Vice President and 
Chief Financial Officer CHASE:

JPMORGAN CHASE BANK, N.A.,
a national banking associationBy:

/s/
LINDSAY SCHELSTRATEName:
    Lindsay SchelstrateTitle:

Assistant
Vice President [ Signature Page to Security Agreement ]




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Supplement Security Agreement Section
7.9 Borrower Grantor Grantors Chase Additional Grantor
 RECITALS:
 Credit Agreement
    Section 7.9
   Section 7.9 Additional Collateral




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[all Commercial Tort Claims described on Schedule I attached
hereto] 1
            
 1
    
    Item to be deleted if the Additional Grantor
does not have any Commercial Tort Claims.




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Article III




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[NAME OF ADDITIONAL GRANTOR]By:Name:Title:  
 By:Name:Title:




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Commercial Tort Claims2
 
 2
    
    Schedule I to be deleted if the Additional
Grantor does not have any Commercial Tort Claims




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[I][II]
    Perfection Certificate Information for Additional Grantor
 Names and Business Qualifications
 Jurisdictions WhereQualified toOrganizational
    
    Transact BusinessJurisdiction of
    
    Identification
    
    as a ForeignName
    
    Incorporation
    
    Number
    
    Corporation
    Taxpayer Identification Numbers
 Current Locations




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not identified above
  e.g.
 Intentionally Omitted
 Consigned Inventory
 Inventory Located Outside of U.S.
 Method of Shipment of Inventory e.g. etc
 Unusual Transactions
 Government Contracts
 Patents
 e.g.
     Trademarks




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Registered Trademarks:
       Trademark Applications:
      Copyrights
 Copyrights:
        Copyright Applications:




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Investment Property
 Material Contract Rights