==========================================================================

                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                     OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

  FOR THE TRANSITION PERIOD FROM __________________ TO __________________

                      COMMISSION FILE NUMBER 333-85141


                         HUNTSMAN ICI CHEMICALS LLC
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


                    DELAWARE                           87-0630358
        (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)            IDENTIFICATION NO.)


                500 HUNTSMAN WAY
              SALT LAKE CITY, UTAH                        84108
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)


        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (801) 584-5700


     INDICATE BY A CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS
BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES|X|  NO| |


           APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


     INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS
AND REPORTS REQUIRED TO BE FILED BY SECTION 12, 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF
SECURITIES UNDER A PLAN CONFIRMED BY A COURT.
YES  | |  NO | |


     AT MAY 15, 2000, 1000 MEMBER EQUITY UNITS of Huntsman ICI Chemicals
LLC were outstanding.





                HUNTSMAN ICI CHEMICALS LLC AND SUBSIDIARIES

          FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                             TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             PAGE
<S>       <C>                                                              <C>

Part I-     Financial Information

            Item 1-  Financial Statements
                        Consolidated Condensed Balance Sheets...................2
                        Consolidated Statements of Comprehensive Income.........3
                        Consolidated Condensed Statements of Cash Flows.........5
                        Footnotes to Interim Financial Statements...............6

            Item 2-  Management's Discussion and Analysis of Financial
                        Condition and Results of Operations....................13

            Item 3-  Quantitive and Qualitative Disclosures about Market Risk..16

Part II-    Other Information

            Item 6-  Exhibits and Reports on Form 8-K..........................17
</TABLE>



                                   PART I


ITEM 1.     FINANCIAL STATEMENTS



                HUNTSMAN ICI CHEMICALS LLC AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEETS
                           (Millions of Dollars)


<TABLE>
<CAPTION>
                                            March 31, 2000    December 31, 1999
                                             (Unaudited)
                                            --------------    -----------------
<S>                                      <C>                   <C>
ASSETS

CURRENT ASSETS:
    Cash and cash equivalents                 $     67.9          $    138.9
    Accounts and notes receivable, net             653.4               629.4
    Inventories                                    408.2               381.3
    Other current assets                            99.1                79.3
                                            --------------    -----------------
        TOTAL CURRENT ASSETS                     1,228.6             1,228.9

Properties, plant and equipment, net             2,668.2             2,656.2
Other noncurrent assets                            867.4               933.3
                                            --------------    -----------------
        TOTAL ASSETS                          $  4,764.2          $  4,818.4
                                            ==============    =================


LIABILITIES AND EQUITY

CURRENT LIABILITIES:
    Accounts payable and accrued liabilities  $    702.3          $    676.4
    Current portion of long-term debt               54.4                51.7
    Other current liabilities                       34.4                44.1
                                            --------------    -----------------
        TOTAL CURRENT LIABILITIES                  791.1               772.2

Long-term debt                                   2,404.4             2,453.3
Other noncurrent liabilities                       464.8               480.9
                                            --------------    -----------------
         TOTAL LIABILITIES                       3,660.3             3,706.4
                                            --------------    -----------------


MINORITY INTERESTS                                   8.5                 8.0
                                            --------------    -----------------

EQUITY:
     Members' equity, 1,000 units                1,026.1             1,026.1
     Retained earnings                             116.9                80.6
     Accumulated other comprehensive loss         (47.6)               (2.7)
                                            --------------    -----------------

       TOTAL EQUITY                              1,095.4             1,104.0
                                            --------------    -----------------

       TOTAL LIABILITIES AND EQUITY           $  4,764.2          $  4,818.4
                                            ==============    =================



   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS




                HUNTSMAN ICI CHEMICALS LLC AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                (Unaudited)
                           (Millions of Dollars)


                                                              HSCC PREDECESSOR
                                                                  COMPANY
                                                              ----------------
                                               THREE MONTHS ENDED MARCH 31,
                                                 2000            1999
                                            --------------    -----------------

REVENUES:
     Trade sales and services               $       931.7   $        58.9
     Related party sales                            111.0            10.8
     Tolling fees                                    12.2            13.7
                                            --------------    -----------------

          TOTAL REVENUES                          1,054.9            83.4
COST OF GOODS SOLD                                  873.6            61.8
                                            --------------    -----------------

GROSS PROFIT                                        181.3            21.6

EXPENSES:
     Selling, general and administrative             68.0             1.8
     Research and development                        17.9             0.9
                                            --------------    -----------------

          TOTAL EXPENSES                             85.9             2.7
                                            --------------    -----------------
OPERATING INCOME                                     95.4            18.9

INTEREST EXPENSE, NET                                54.3             9.4
OTHER EXPENSE                                         0.4               -
                                            --------------    -----------------

INCOME BEFORE INCOME TAXES                           40.7             9.5
INCOME TAX EXPENSE                                    3.9             3.6
MINORITY INTERESTS IN SUBSIDIARIES                    0.5               -
                                            --------------    -----------------
NET INCOME                                           36.3             5.9
Preferred stock dividends                               -             1.1
Net income available to common
      equity holders                                 36.3             4.8
Other comprehensive loss - foreign
      currency translation adjustments              (44.9)              -
                                            --------------    -----------------
COMPREHENSIVE (LOSS) INCOME                  $       (8.6)     $      4.8
                                            ==============    =================


   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



                HUNTSMAN ICI CHEMICALS LLC AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF EQUITY
                                (Unaudited)
                           (Millions of Dollars)



</TABLE>
<TABLE>
<CAPTION>
                                                                          ACCUMULATED
                                                                             OTHER
                                     MEMBERS'     EQUITY     RETAINED    COMPREHENSIVE
                                      UNITS       AMOUNT     EARNINGS        INCOME        TOTAL
<S>                                 <C>        <C>        <C>          <C>             <C>
Balance, January 1, 2000              1,000      $1,026.1    $  80.6       $    (2.7)    $ 1,104.0
Net income                                                      36.3                          36.3
Foreign currency translation
   adjustments                                                                 (44.9)        (44.9)
                                     -------    ----------  ----------    ------------  -----------
Balance, March 31, 2000               1,000      $1,026.1    $ 116.9       $   (47.6)    $ 1,095.4
                                     =======    ==========  ==========    ============  ===========

</TABLE>


   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


                HUNTSMAN ICI CHEMICALS LLC AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                (Unaudited)
                           (Millions of Dollars)



                                                              HSCC PREDECESSOR
                                                                  COMPANY
                                                              ----------------
                                               THREE MONTHS ENDED MARCH 31,
                                                    2000           1999
                                                 -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES :
Net income                                         $   36.3      $   5.9
Adjustments to reconcile net income to net cash
provided by
    provided by operating activities :
    Depreciation and amortization                      53.3          7.9
    Interest on subordinated note                         -          1.8
    Other non-cash adjustments to net income            0.7          1.8
    Net changes in operating assets and
       liabilities                                    (75.6)        (9.0)
                                                 -----------    -----------
       NET CASH PROVIDED BY OPERATING ACTIVITIES       14.7          8.4
                                                 -----------    -----------

INVESTING ACTIVITIES:
Acquisition of assets                                 (26.8)
Cash received from unconsolidated affiliates            3.5
Advances to unconsolidated affiliates                  (7.2)
Capital expenditures                                  (28.0)        (1.2)
                                                 -----------    -----------
          NET CASH USED IN INVESTING ACTIVITIES       (58.5)        (1.2)
                                                 -----------    -----------

FINANCING ACTIVITIES:
Repayments of long-term debt                          (25.8)
                                                 -----------    -----------
          NET CASH USED IN FINANCING ACTIVITIES       (25.8)           -

Effect of exchange rate changes on cash                (1.4)           -
                                                 -----------    -----------
Increase (decrease) in cash and cash equivalent       (71.0)         7.2
Cash and cash equivalents at beginning of period      138.9          2.6
                                                 -----------    -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD         $   67.9       $  9.8
                                                 ===========    ============


        SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




                HUNTSMAN ICI CHEMICALS LLC AND SUBSIDIARIES
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.  BASIS OF PRESENTATION

Effective June 30, 1999, pursuant to a contribution agreement and ancillary
agreements between Huntsman ICI Holdings LLC ("Holdings"), Huntsman
Specialty Chemicals Corporation ("HSCC"), Imperial Chemicals Industries PLC
("ICI") and Huntsman ICI Chemicals LLC ("Chemicals" or the "Company"), the
Company acquired assets and stock representing ICI's polyurethane
chemicals, selected petrochemicals (including ICI's 80% interest in the
Wilton olefins facility) and titanium dioxide businesses and HSCC's
propylene oxide business. In addition, the Company also acquired the
remaining 20% ownership interest in the Wilton olefins facility from BP
Chemicals, Limited ("BP Chemicals") (together, the "Transaction").

The Company manufactures products used in a wide variety of industrial and
consumer-related applications. The Company's principal products are
methylene diphenyl diiscocyanate ("MDI"), propylene oxide ("PO"), methyl
tertiary butyl ether ("MTBE"), ethylene, propylene, and titanium dioxide
("TiO2"). The Company is a wholly-owned subsidiary of Holdings.

The accompanying consolidated condensed financial statements of the Company
are unaudited. However, in management's opinion, all adjustments,
consisting only of normal recurring adjustments necessary for a fair
presentation of results of operations, financial position and cash flows
for the periods shown, have been made. Results for interim periods are not
necessarily indicative of those to be expected for the full year. These
financial statements should be read in conjunction with the audited
financial statements and notes to consolidated financial statements
included in the Company's 1999 annual report on form 10-K, filed with the
Securities and Exchange Commission on March 22, 2000.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

RECLASSIFICATIONS

Certain 1999 amounts have been reclassified to conform to the 2000
presentation.

3.   INVENTORIES

Inventories consist of the following (in millions):



                              March 31, 2000   December 31, 1999

Raw materials                 $        117.2    $          97.8
Work in progress                        18.5               20.6
Finished goods                         248.9              225.6
                              --------------    ---------------
           TOTAL                       384.6              344.0
Materials and supplies                  23.6               37.3
                              --------------    ---------------
           NET                $        408.2    $         381.3
                              ==============    ===============


4. COMMITMENTS AND CONTINGENCIES

The Company is involved in litigation from time to time in the ordinary
course of its business. In management's opinion, after consideration of
indemnifications, none of such litigation is material to the Company's
financial condition or results of operations. The Company has entered into
various purchase commitments for materials and supplies in the ordinary
course of business. These agreements extend from three to ten years and the
purchase price is generally based on market prices subject to certain
minimum price provisions.

5. ENVIRONMENTAL MATTERS

The operation of any chemical manufacturing plant, the distribution of
chemical products and the related production of by-products and wastes,
entail risk of adverse environmental effects. The Company is subject to
extensive federal, state, local and foreign laws, regulations, rules and
ordinances relating to pollution, the protection of the environment and the
generation, storage, handling, transportation, treatment, disposal and
remediation of hazardous substances and waste materials. In the ordinary
course of business, the Company is subject continually to environmental
inspections and monitoring by governmental enforcement authorities. The
Company may incur substantial costs, including fines, damages and criminal
or civil sanctions, or experience interruptions in our operations for
actual or alleged violations arising under any environmental laws. In
addition, production facilities require operating permits that are subject
to renewal, modification and, in some circumstances, revocation. Violations
of permit requirements can also result in restrictions or prohibitions on
plant operations, substantial fines and civil or criminal sanctions. The
Company's operations involve the generation, handling, transportation, use
and disposal of numerous hazardous substances. Changes in regulations
regarding the generation, handling, transportation, use and disposal of
hazardous substances could inhibit or interrupt operations and have a
material adverse effect on business. From time to time, these operations
may result in violations under environmental laws, including spills or
other releases of hazardous substances to the environment. In the event of
a catastrophic incident, the Company could incur material costs as a result
of addressing and implementing measures to prevent such incidents. Given
the nature of the Company's business, there can be no assurance that
violations of environmental laws will not result in restrictions imposed on
the Company's operating activities, substantial fines, penalties, damages
or other costs. In addition, potentially significant expenditures could be
necessary in order to comply with existing or future environmental laws. In
management's opinion, after consideration of indemnifications, there are no
environmental matters which are material to the company's financial
condition or results of operations.

6. INDUSTRY SEGMENT AND GEOGRAPHIC AREA INFORMATION

The Company derives its revenues, earnings and cash flows from the
manufacture and sale of a wide variety of specialty and commodity chemical
products. The Company manages its businesses in three segments, Specialty
Chemicals (the former ICI polyurethanes business and HSCC's propylene oxide
business); Petrochemicals (the petrochemicals businesses acquired from ICI
and BP Chemicals); and Tioxide (the titanium dioxide business acquired from
ICI).

The major products of each business group are as follows:


     SEGMENT                       PRODUCTS
Specialty Chemicals   MDI, toluene diisocyanate, polyols, aniline, PO and
                      MTBE
Petrochemicals        Ethylene, propylene, benzene, cyclohexane and
                      paraxylene
Tioxide               TiO2

Sales between segments are generally recognized at external market prices.
For the three months ended March 31, 2000, sales to ICI and its affiliates
accounted for approximately 8% of consolidated revenues.



                                                      HSCC
                                                   PREDECESSOR
                                                     COMPANY
                                                    -----------
                                     THREE MONTHS ENDED MARCH 31,
                                     ----------------------------
                                         2000         1999
                                      -----------  -----------

NET SALES:
    Specialty Chemicals               $  491.2       $  83.4
    Petrochemicals                       345.3
    Tioxide                              241.5
    Sales between segments,
       Petrochemical sales
      to Specialty Chemicals             (23.1)
                                      -----------  -----------
              TOTAL                   $1,054.9       $  83.4
                                      ===========  ===========

OPERATING INCOME (LOSS):
    Specialty Chemicals               $   61.9       $  18.9
    Petrochemicals                        (0.3)
    Tioxide                               33.8
                                      -----------  -----------
              TOTAL                   $   95.4       $  18.9
                                      ===========  ===========

EBITDA (1):
    Specialty Chemicals               $   91.1       $  26.8
    Petrochemicals                        11.3
    Tioxide                               45.9
                                      -----------  -----------
            TOTAL EBITDA                 148.3          26.8

    Depreciation & Amortization          (53.3)         (7.9)
    Interest Expense, net                (54.3)         (9.4)
                                      -----------  -----------
    INCOME BEFORE INCOME TAXES        $   40.7       $   9.5
                                      ===========  ===========


(1) EBITDA is defined as earnings from continuing operations before
interest expense, depreciation and amortization, and taxes.


7. CONSOLIDATING CONDENSED FINANCIAL STATEMENTS

The following are consolidating condensed financial statements which
present, in separate columns, Chemicals carrying its investment in
subsidiaries under the equity method, on a combined basis the guarantors of
Chemicals, and on a combined basis the non-guarantors of Chemicals with
additional columns reflecting eliminating adjustments and consolidated
total as of March 31, 2000 and for the three months ended March 31, 2000.
There are no restrictions limiting transfers of cash from guarantor and
non-guarantor subsidiaries to Chemicals. The consolidating condensed
financial statements are included herein because management has concluded
that separate financial statements relating to the guarantors are not
material to investors.



                         HUNTSMAN ICI CHEMICALS LLC
                   CONSOLIDATING CONDENSED BALANCE SHEETS
                               MARCH 31, 2000
                           (MILLIONS OF DOLLARS)


<TABLE>
<CAPTION>
                                        PARENT ONLY                     COMBINED                  CONSOLIDATED
                                        HUNTSMAN ICI     COMBINED         NON-                      HUNTSMAN
                                         CHEMICALS      GUARANTORS     GUARANTORS  ELIMINATIONS   ICI CHEMICALS
                                        ------------    ----------     ----------  ------------   -------------
ASSETS
<S>                                   <C>              <C>             <C>         <C>            <C>
CURRENT ASSETS:
   Cash and cash equivalents             $  15.4         $      -      $    52.5    $       -       $   67.9
   Accounts and notes receivables, net     204.8             26.0          442.6        (20.0)         653.4
   Inventories                              76.2             20.2          311.8            -          408.2
   Other current assets                     19.3             61.1          151.2       (132.5)          99.1
                                        ------------    ----------     ----------  ------------   -------------
        TOTAL CURRENT ASSETS               315.7            107.3          958.1       (152.5)       1,228.6

Properties, plant and equipment            907.0              0.3        1,760.9            -        2,668.2
Other noncurrent assets                  2,562.5          2,129.8          269.4     (4,094.3)         867.4
                                        ------------    ----------     ----------  ------------   -------------
        TOTAL ASSETS                  $  3,785.2         $2,237.4      $ 2,988.4    $(4,246.8)      $4,764.2
                                        ============    ==========     ==========  ============   =============

LIABILITIES AND EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued
        liabilities                   $    172.1         $   35.7      $   546.0     $  (51.5)      $  702.3
   Current portion of long-term debt        35.6                -           18.8            -           54.4
   Other current liabilities               105.0              5.3           25.2       (101.1)          34.4
                                        ------------    ----------     ----------  ------------   -------------
       TOTAL CURRENT LIABILITIES           312.7             41.0          590.0       (152.6)         791.1

Long-term debt                           2,403.8                -        1,409.4     (1,408.8)       2,404.4
Other noncurrent liabilities                46.0              4.0          418.9         (4.1)         464.8
                                        ------------    ----------     ----------  ------------   -------------
       TOTAL LIABILITIES                 2,762.5             45.0        2,418.3     (1,565.5)       3,660.3
                                        ------------    ----------     ----------  ------------   -------------
MINORITY INTERESTS                             -                -            8.5            -            8.5
                                        ------------    ----------     ----------  ------------   -------------

EQUITY:
   Members' equity, 1,000 units          1,026.1                -            -              -        1,026.1
   Subsidiary equity                           -          2,134.6          541.3     (2,675.9)             -
   Retained earnings (deficit)             (40.3)           114.3           38.8          4.1          116.9
   Accumulated other comprehensive
              income (loss)                 36.9            (56.5)         (18.5)        (9.5)         (47.6)
                                        ------------    ----------     ----------  ------------   -------------
        TOTAL EQUITY                     1,022.7          2,192.4          561.6     (2,681.3)       1,095.4
                                        ------------    ----------     ----------  ------------   -------------

TOTAL LIABILITIES AND EQUITY             3,785.2         $2,237.4      $ 2,988.4    $(4,246.8)      $4,764.2
                                        ============    ==========     ==========  ============   =============
</TABLE>




                         HUNTSMAN ICI CHEMICALS LLC
 CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS INCL COMPREHENSIVE INCOME
                               MARCH 31, 2000
                           (MILLIONS OF DOLLARS)


<TABLE>
<CAPTION>
                                       PARENT ONLY                                              CONSOLIDATED
                                      HUNTSMAN ICI   COMBINED        COMBINED                   HUNTSMAN ICI
                                        CHEMICALS    GUARANTORS   NON-GUARANTOR   ELIMINATIONS   CHEMICALS
                                     -------------   ----------   -------------   ------------  ------------
<S>                                <C>             <C>          <C>             <C>            <C>
REVENUES:
     Trade sales and services          $  245.0      $    46.6    $     640.1      $     -       $   931.7
     Related party sales                   40.6            9.0          118.6        (57.2)          111.0
     Tolling fees                          12.2              -              -            -            12.2
                                     -------------   ----------   -------------   ------------  ------------
          TOTAL REVENUE                   297.8           55.6          758.7        (57.2)        1,054.9
COST OF GOODS SOLD                        223.4           47.3          660.1        (57.2)          873.6
                                     -------------   ----------   -------------   ------------  ------------
GROSS PROFIT                               74.4            8.3           98.6            -           181.3

EXPENSES:
     Selling, general and administrative   28.2            2.6           37.2            -            68.0
     Research and development              13.1              -            4.8            -            17.9
                                     -------------   ----------   -------------   ------------  ------------
          TOTAL EXPENSES                   41.3            2.6           42.0            -            85.9
                                     -------------   ----------   -------------   ------------  ------------
OPERATING INCOME                           33.1            5.7           56.6            -            95.4

INTEREST EXPENSE (INCOME), NET             55.3          (31.8)          30.8            -            54.3
OTHER EXPENSE                                 -              -            0.4            -             0.4
                                     -------------   ----------   -------------   ------------  ------------

INCOME (LOSS) BEFORE INCOME TAXES         (22.2)          37.5           25.4            -            40.7
INCOME TAX EXPENSE (BENEFIT)                  -              -            8.0         (4.1)            3.9

MINORITY INTERESTS IN SUBSIDIARIES            -              -            0.5            -             0.5
                                     -------------   ----------   -------------   ------------  ------------

NET INCOME (LOSS)                         (22.2)          37.5           16.9          4.1            36.3

Other comprehensive income (loss) -
   foreign currency translation
   adjustments                             24.1          (47.5)         (22.3)         0.8           (44.9)
                                     -------------   ----------   -------------   ------------  ------------

COMPREHENSIVE INCOME (LOSS)           $     1.9       $  (10.0)    $     (5.4)    $    4.9        $   (8.6)
                                     =============   ==========   =============   ============  ============
</TABLE>



                         HUNTSMAN ICI CHEMICALS LLC
              CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW
                               MARCH 31, 2000
                           (MILLIONS OF DOLLARS)


<TABLE>
<CAPTION>
                                                                                                                CONSOLIDATED
                                            PARENT ONLY HUNTSMAN     COMBINED      COMBINED                     HUNTSMAN ICI
                                                ICI CHEMICALS       GUARANTORS   NON-GUARANTOR   ELIMINATIONS     CHEMICALS
                                                -------------       ----------   -------------   ------------  ------------
<S>                                          <C>                    <C>          <C>             <C>            <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES       $  (68.9)            $   29.2    $   54.4        $   -              14.7
                                                -------------       ----------   -------------   ------------  ------------

INVESTING ACTIVITIES:
Acquisition of assets                              (12.8)                   -       (14.0)           -             (26.8)
Cash received from unconsolidated affiliates            -                 3.5            -           -               3.5
Advances to unconsolidated affiliates               (7.2)                   -            -           -              (7.2)
Capital expenditures                                (8.3)                   -       (19.7)           -             (28.0)
                                                -------------       ----------   -------------   ------------  ------------
     NET CASH USED IN INVESTING ACTIVITIES         (28.3)                 3.5       (33.7)           -             (58.5)

FINANCING ACTIVITIES:
Repayments of  long-term debt                      (24.2)                   -        (1.6)           -             (25.8)
Cash contributions by parent                            -                58.8          5.1      (63.9)                 -
Cash distributions from subsidiaries                 67.3                   -            -      (67.3)                 -
Cash distributions to parent                            -              (67.3)            -        67.3                 -
Cash distributions to subsidiaries                 (58.8)               (5.1)            -        63.9                 -
Intercompany advances - net of repayments           119.3              (19.3)      (100.0)           -                 -
                                                -------------       ----------   -------------   ------------  ------------
     NET CASH PROVIDED BY FINANCING ACTIVITIES      103.6              (32.9)       (96.5)           -             (25.8)
                                                -------------       ----------   -------------   ------------  ------------

Effect of exchange rate changes on cash                 -                   -        (1.4)           -              (1.4)
                                                -------------       ----------   -------------   ------------  ------------
Increase (decrease) in cash and cash equivalents      6.4               (0.2)       (77.2)           -             (71.0)
Cash and cash equivalents at beginning of period      9.0                0.2        129.7            -             138.9
                                                -------------       ----------   -------------   ------------  ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD        $  15.4           $       -    $   52.5      $     -        $     67.9
                                                =============       ==========   =============   ============  ============
</TABLE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

CAUTIONARY STATEMENT FOR FORWARD LOOKING INFORMATION

Certain information set forth in this report contains "forward-looking
statements" within the meaning of federal securities laws. Forward-looking
statements include statements concerning our plans, objectives, goals,
strategies, future events, future revenues or performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions
and other information that is not historical information. In some cases,
forward-looking statements can be identified by terminology such as
"believes," "expects," "may," "will," "should," or "anticipates", or the
negative of such terms or other comparable terminology, or by discussions
of strategy. We may also make additional forward-looking statements from
time to time. All such subsequent forward-looking statements, whether
written or oral, by us or on our behalf, are also expressly qualified by
these cautionary statements.

All forward-looking statements, including without limitation, management's
examination of historical operating trends, are based upon our current
expectations and various assumptions. Our expectations, beliefs and
projections are expressed in good faith and we believe there is a
reasonable basis for them, but, there can be no assurance that management's
expectations, beliefs and projections will result or be achieved. All
forward-looking statements apply only as of the date made. We undertake no
obligation to publicly update or revise forward-looking statements which
may be made to reflect events or circumstances after the date made or to
reflect the occurrence of unanticipated events.


THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31,
1999 (PRO FORMA)

In order to present data which is useful for comparative purposes, the
following tabular data for 2000 and pro forma 1999 and related discussion,
have been prepared as if the Transaction (excluding the acquisition of 20%
of the Wilton olefins facility in June 1999 from BP Chemicals) had taken
place in January 1999. These results do not necessarily reflect the results
which would have been obtained if the Transaction actually occurred on the
date indicated, or the results which may be expected in the future.


                                               (MILLIONS OF DOLLARS)
                                           THREE MONTHS ENDED MARCH 31,
                                                2000      1999 (PRO FORMA)
                                           -------------- ----------------
Specialty Chemicals sales                     $       491   $        419
Petrochemical sales                                   322            221
Tioxide sales                                         242            230
                                           -------------- ----------------
Total revenues                                      1,055            870
Cost of goods sold                                    874            708
                                           -------------- ----------------
Gross profit                                          181            162
Expenses of selling, general, administrative,
   research and development                            86            104
                                           -------------- ----------------
Operating income                                       95             58
Interest expense, net                                  54             56
Other income                                            -              -
Net income before income taxes and minority
   interest                                            41              2
Income tax expense                                      4              3
Minority interests in subsidiaries                      1              -
                                           -------------- ----------------
Net income (loss)                             $        36   $        (1)
                                           ============== ================

Depreciation and amortization                 $        53   $         45
                                           ============== ================

EBITDA (1)                                    $       148   $        103
Net reduction in corporate overhead
  allocation  and insurance expenses                    -              6
Rationalization of TiO2 operations                      -              2
                                           -------------- ----------------
Adjusted EBITDA                               $       148   $        111
                                           ============== ================


(1) EBITDA is defined as earnings from continuing operations before
    interest expense, depreciation and amortization, and taxes. EBITDA is
    included in this report because it is a basis on which we assess our
    financial performance and debt service capabilities, and because
    certain covenants in our borrowing arrangements are tied to similar
    measures. However, EBITDA should not be considered in isolation or
    viewed as a substitute for cash flow from operations, net income or
    other measures of performance as defined by GAAP or as a measure of a
    company's profitability or liquidity. We understand that while EBITDA
    is frequently used by security analysts, lenders and others in their
    evaluation of companies, EBITDA as used herein is not necessarily
    comparable to other similarly titled captions of other companies due to
    potential inconsistencies in the method of calculation.


REVENUES. Revenues for the business in the three months ended March 31,
2000 increased by $185 million, or 21%, to $1,055 million from $870 million
during the same period in 1999.

Specialty Chemicals - Total MDI sales volumes increased by 21% from the
1999 period. A strong recovery in the Asian economies led to an increase in
sales volumes of 46%, while in Europe and the Americas sales volumes grew
by 22% and 16%, respectively. Polyol sales volumes also grew by 27% with
the increase arising in the European and U.S. markets. PO sales volumes
increased 24% as a result of higher production rates in the 2000 period.
Average sales prices of MTBE in the three months ended March 31, 2000
increased by 91% compared to the 1999 period due largely to higher gasoline
and crude oil prices. These gains were partially offset by a 10% decrease
in average selling prices for MDI and polyols compared to the same period
in 1999, approximately half of which was due to a weakening in the Euro
versus the U.S. dollar.

Petrochemicals - Sales volumes of ethylene and propylene increased by 53%
and 31% respectively. In addition to the volume from the 20% of the olefins
facility acquired from BP Chemicals on June 30, 1999, further increases
were attributable to increased customer demand. In aromatics, paraxylene
and cyclohexane sales volumes rose by 28% and 11% in response to stronger
demand. Sales volumes of cumene increased by 136% reflecting the resolution
of production problems encountered in 1999. Ethylene prices rose 64%,
propylene 79%, benzene 50% and paraxylene 56%. Revenues for the first three
months of 1999 included $62 million relating to crude oil trading. This
activity was discontinued following the consummation of the Transaction.

Tioxide - Sales volume increased by 10% compared to the 1999 period with
demand strong worldwide. Western European and North American volumes grew
by 11% and 8% respectively, while the strengthening of the Asian economy
impacted positively on volumes and prices in that region. Overall the
benefits of increased volume were partially offset by a 4% decline in
average selling prices. While local selling prices rose in the North
American, Asian and South African markets, these rises were partially
offset by a decline in European prices, which was a result of the adverse
impact of the Euro's continued weakening versus the U.S. dollar.

GROSS PROFIT. Gross profit for the business in the three months ended March
31, 2000 increased by $19 million, or 12%, to $181 million from $162
million during the same period in 1999.

Specialty Chemicals - MDI and polyols benefited from increased sales
volumes, however, this benefit was more than offset by a rise in the major
raw materials for MDI, benzene and chlorine. The price of benzene increased
by over 70% in both the European and American markets compared to the same
period in 1999. Fixed production costs remained largely unchanged. The
increased gross profit in PO was attributable to higher PO production rates
and increased MTBE selling prices compared to the same period in 1999.
These gains were partially offset by an increase in the cost of PO's major
raw materials: isobutane, methanol and propylene.

Petrochemicals - Gross profit improved over the equivalent period in 1999,
due to the effect of higher sales volumes and the mitigation of feedstock
price increases by hedging activities.

Tioxide - Increased volume led to improved gross profit compared to the
1999 period. The adverse impact of exchange rates on gross profit was more
than offset by the general increase in local selling prices and fixed
production cost savings as a result of Tioxide's manufacturing excellence
program.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (INCLUDING RESEARCH AND
DEVELOPMENT EXPENSES). Selling, general and administrative expenses
(including research and development expenses) ("SG&A") in the three months
ended March 31, 2000 decreased by $18 million, or 17%, to $86 million from
$104 million for the same period in 1999. The decrease was primarily a
result of one-time expenses relating to restructuring and pension costs
incurred in the three months ended March 31, 1999 and lower corporate
overhead allocations following the Transaction. SG&A expenses also
decreased as a result of ongoing restructuring activities.

INTEREST EXPENSE. Net interest expense in the three months ended March 31,
2000 was relatively unchanged from the same period in 1999.

INCOME TAXES. The effective income tax rate declined in the three months
ended March 31, 2000 from the same period in 1999 due to a greater share of
the income being earned in the U.S., which income is not subject to U.S.
Federal income tax at the company level.

NET INCOME. Net income in the three months ended March 31, 2000 increased
by $37 million to $36 million from a loss of $1 million during the same
period in 1999 as a result of the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2000, we had no outstandings under our $400 million
revolving credit facility and had approximately $68 million in cash
balances. We also maintain $80 million of short-term overdraft facilities,
of which approximately $63 million was available on March 31, 2000. We
anticipate that borrowings under the credit facilities and cash flow from
operations will be sufficient for us to make required payments of principal
and interest on our debt when due, as well as to fund capital expenditures.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS No.133
established accounting and reporting standards for derivative instruments
and hedging activities. It requires that an entity recognize all
derivatives as assets or liabilities in the balance sheet and measure those
instruments at fair value. SFAS No.133 is effective for financial
statements for the year ending December 31, 2001. The Company is currently
evaluating the effects of SFAS No.133 on its financial statements.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

We are exposed to market risk, including changes in interest rates,
currency exchange rates, and certain commodity prices. Our exposure to
foreign currency market risk is limited since sales prices are typically
denominated in Euros or US dollars. To the extent we have material foreign
currency exposure on known transactions, hedges are put in place monthly to
mitigate such market risk. Our exposure to changing commodity prices is
also limited (on an annual basis) since the majority of raw material is
acquired at posted or market related prices, and sales prices for finished
products are generally at market related prices which are set on a
quarterly basis in line with industry practice. To manage the volatility
relating to these exposures, we enter into various derivative transactions.
We hold and issue derivative financial instruments for economic hedging
purposes only.

Our cash flows and earnings are subject to fluctuations due to exchange
rate variation. Historically, the businesses transferred to us by ICI have
managed the majority of their foreign currency exposures by entering into
short-term forward foreign exchange contracts with ICI. In addition,
short-term exposures to changing foreign currency exchange rates at certain
of our foreign subsidiaries were managed, and will continue to be managed,
through financial market transactions, principally through the purchase of
forward foreign exchange contracts (with maturities of six months or less)
with various financial institutions. While the overall extent of our
currency hedging activities has not changed significantly, we have altered
the scope of our currency hedging activities to reflect the currency
denomination of our cash flows. In addition, we are now conducting our
currency hedging activities for our exposures arising in connection with
the businesses transferred to us by ICI with various financial
institutions. We do not hedge our currency exposures in a manner that would
entirely eliminate the effect of changes in exchange rates on our cash
flows and earnings. As of March 31, 2000, we have outstanding in the
notional amount of approximately $15 million equivalent of foreign exchange
forward contracts with third party banks with final settlement of not more
than 60 days. Predominantly our hedging activity is to sell forward the
majority of our surplus non-U.S. dollar receivables for U.S. dollars. Using
sensitivity analysis, the foreign exchange loss due to these derivative
instruments from an assumed 10% unfavorable change in year-end rates, when
considering the effects of the underlying hedged firm commitment, is not
material.

Historically, Huntsman Specialty used interest rate swaps, caps and collar
transactions entered into with various financial institutions to hedge
against the movements in market interest rates associated with its floating
rate debt obligations. We do not hedge our interest rate exposure in a
manner that would entirely eliminate the effects of changes in market
interest rates on our cash flow and earnings. Under the terms of our senior
secured credit facilities, we are required to hedge a significant portion
of our floating rate debt. As a result, we have entered into approximately
$700 million notional amount of interest rate swap, cap and collar
transactions, approximately $650 million of which have terms ranging from
approximately three years to five years. The majority of these transactions
hedge against movements in U.S. dollar interest rates. The U.S. dollar swap
transactions obligate us to pay fixed amounts ranging from approximately
5.50% to approximately 7.00%. The U.S. dollar collar transactions carry
floors ranging from 5.00% to 6.00% and caps ranging from 6.60% to 7.50%. We
have also entered into a Euro-denominated swap transaction that obligates
us to pay a fixed rate of approximately 4.3%. Assuming a 1% (100 basis
point) increase in U.S. dollar interest rates, the effect on the annual
interest expense would be an increase of approximately $14 million. This
increase would be reduced by approximately $4 million as a result of the
effects of the interest rate swap, cap and collar transactions described
above.

In order to reduce our overall raw material costs, our petrochemical
business enters into various commodity contracts to hedge its purchase of
commodity products. We do not hedge our commodity exposure in a manner that
would entirely eliminate the effects of changes in commodity prices on our
cash flows and earnings. At March 31, 2000, the Company had forward
purchase and sales contracts for 249,000 and 151,000 tons (naphtha and
other hydrocarbons), respectively, which do not qualify for hedge
accounting. Assuming a 10% increase and a 10% decrease in the price per ton
of naphtha, the change would result in gains and losses of approximately $2
million, respectively.


                                     PART II


ITEM 6.

            a) Exhibit 27 - Financial Data Schedule

            b) The Company filed no reports on Form 8-K for the quarter
               ended March 31, 2000.


SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, HUNTSMAN ICI CHEMICALS LLC HAS DULY CAUSED THIS
REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF EVERBERG, COUNTRY OF BELGIUM, ON THE 15TH DAY OF
MAY, 2000.


                                            HUNTSMAN ICI CHEMICALS LLC



                                            By: /s/ L. Russell Healy
                                                ------------------------------
                                                    L. Russell Healy
                                                 Senior Vice President and
                                                      Finance Director