SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                             ------------------

                                 FORM 10-Q

                             ------------------

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934
                    For the quarterly period ended June 30, 1998

                                     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 1-9988


                             HUNTSMAN POLYMERS
                                CORPORATION
             (Exact name of registrant as specified in charter)


                    Delaware                           75-2104131
        (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) 532-5200


      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 August 14, 1998, 1,000 Shares of Common Stock, par value $0.01 per
Share, of Huntsman Polymers Corporation were outstanding.




               HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES

                     FORM 10-Q FOR THE QUARTERLY PERIOD
                            ENDED JUNE 30, 1998

                             TABLE OF CONTENTS


PART I    FINANCIAL INFORMATION                                    Page

Item 1.   Financial Statements...................................    2

          Consolidated Balance Sheets at June 30, 1998 and
          December 31, 1997......................................    3

          Consolidated Statements of Operations for the three
          months and six months
          ended June 30, 1998 and 1997...........................    4

          Consolidated Statements of Cash Flows for the six
          months ended June 30,
          1998 and 1997..........................................    5

          Notes to Consolidated Financial Statements.............    6

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations....................   11

PART II   OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.......................   16

Signature .......................................................   17




PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

               HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES
                  Consolidated Balance Sheets (Unaudited)
                    June 30, 1998 and December 31, 1997


                                           June 30, 1998    December 31, 1997
                                           -------------    -----------------
                                                (Thousands of dollars)
ASSETS
Current assets:
   Cash and cash equivalents                   $       -        $       -
   Accounts and notes receivables, net            12,156           21,900
   Accounts and advances receivable -
     Affiliates                                   22,729           78,396
   Inventories                                    53,612           57,443
   Deferred income taxes                           9,219            5,543
   Other current assets                           24,538           20,062
                                               ---------        ---------
       Total current assets                      122,544          183,344
                                               ---------        ---------

Net properties, plant and equipment              820,497          727,418
Intangible assets, net                            10,214            8,446
Other noncurrent assets                           24,543           23,915
                                               ---------        ---------
       Total assets                            $ 977,508        $ 943,123
                                               =========        =========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable                            $  29,161        $  52,740
   Accounts payable - Affiliates                   1,644            6,404
   Accrued liabilities                            14,966           19,216
   Accrued interest                                1,723            1,723
                                               ---------        ---------
       Total current liabilities                  47,494           80,083
                                               ---------        ---------

Long-term debt                                   174,882          174,882
Long-term debt - Affiliates                      332,632          309,590
Deferred income taxes                            172,537          166,219
Other noncurrent liabilities                      41,299           43,550
                                               ---------        ---------
       Total liabilities                         768,844          774,324
                                               ---------        ---------

Stockholder's equity:
   Common Stock ($0.01 par value: 
     1 million shares authorized
     1,000 shares issued and outstanding)              -                -
     Additional paid-in capital                  218,500          173,500
     Retained earnings (deficit)                  (9,836)          (4,701)
                                               ---------        ---------
       Total stockholder's equity                208,664          168,799
       Total liabilities and stockholder's
          equity                               $ 977,508        $ 943,123
                                               =========        =========

              See accompanying notes to financial statements




                    HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES
                   Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>

                                                  Predecessor                       Predecessor
                                                    Company                           Company
                                                 -------------                     -------------
                                Three Months     Three Months      Six Months       Six Months
                                    Ended          Ended              Ended            Ended
                                June 30, 1998    June 30, 1997    June 30, 1998    June 30, 1997
                                -------------    -------------    -------------    -------------
                                                        (Thousands of dollars)

<S>                               <C>              <C>              <C>              <C>        
Revenues
  Trade sales and services        $  26,908        $ 110,983        $  55,298        $ 236,299  
  Affiliate sales                    64,468                -          136,438                -    
                                  ---------        ---------        ---------        ---------  
                                     91,376          110,983          191,736          236,299  
                                                                                                
Cost of goods sold                   86,522           78,442          180,284          186,665  
                                  ---------        ---------        ---------        ---------  
                                                                                                
Gross profit                          4,854           32,541           11,452           49,634  
                                                                                                
Expenses                                                                                        
  Selling, general and                                                                          
    administrative                    3,684            8,470            7,257           16,930  
  Research and development            1,874            1,743            3,639            3,185  
  Reversal of environmental                                                                     
    accrual                               -                -                -           (9,000) 
                                  ---------        ---------        ---------        ---------  
                                                                                                
Operating income                       (704)          22,328              556           38,519  
                                                                                                
Interest expense, net                                                                           
  Affiliate interest                 (2,988)               -           (5,779)               -    
  Other interest                     (5,148)          (5,585)         (10,320)         (10,486) 
                                                                                                
Defense and merger costs                  -           (1,800)               -           (2,408) 
Other income  (expense)               7,264               97            7,261             (677) 
                                  ---------        ---------        ---------        ---------  
                                                                                                
Net income (loss) from                                                                          
  continuing operations                                                                         
  before income taxes                (1,576)          15,040           (8,282)          24,948  
                                  ---------        ---------        ---------        ---------  
Income tax expense (benefit)           (600)           5,685           (3,148)           9,447  
                                  ---------        ---------        ---------        ---------  
                                                                                                
Net income (loss) from                                                                          
  continuing operations                (977)           9,355           (5,135)          15,501  
                                                                                                
Loss from discontinued                                                                          
  operations (net of income                                                                     
  tax benefits of $221 and                                                                      
  $399, respectively)                     -             (440)               -             (472) 
                                  ---------        ---------        ---------        ---------  
                                                                                                
Net income (loss) before                                                                        
  extraordinary loss                   (977)           8,915           (5,135)          15,029  
                                                                                                
Extraordinary loss (net of                                                                      
  income tax benefit $425)               -              (694)               -             (694) 
                                  ---------        ---------        ---------        ---------  
                                                                                                
Net income (loss)                 $    (977)       $   8,221        $  (5,135)       $  14,335  
                                                                                                
Other comprehensive income,                                                                     
  net of tax:                                                                                   
    Foreign currency                                                                            
    translation adjustment                                                                      
    (net of income tax                                                                          
    expense of $133 and                                                                         
    income tax benefit of                                                                       
    $203, respectively) -                                                                       
    discontinued operations               -              218               -              (332) 
                                  ---------        ---------        ---------        ---------  
                                                                                                
Comprehensive income (loss)       $    (977)       $   8,439        $  (5,135)       $  14,003  
                                  =========        =========        =========        =========  
</TABLE>

                       See accompanying notes to financial statements




               HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES
             Consolidated Statements of Cash Flows (Unaudited)


                                                                 Predecessor
                                                                   Company
                                                                -------------
                                                                 Six Months
                                                  Six Months       Ended
                                                  Ended, 1998   June 30, 1997
                                                  -----------   -------------


Operating Activities
Net income (loss)                                  $ (5,135)      $ 14,335
Reconciliation to net cash provided by 
  (used in) continuing operations:
    Loss from discontinued operations                     -            472
    Depreciation and amortization                    22,301         10,806
    Deferred income taxes                             2,642          6,177
    Amortization of debt issuance costs                 434            903
    Extraordinary loss, net of income taxes               -            694
    Changes in operating working capital
      (net of acquisition):
        Receivables                                  10,505           (715)
        Inventories                                   3,831          1,861
        Other current assets                         (4,476)            (2)
        Accounts payable                            (29,807)       (22,127)
        Current income taxes                              -          2,292
        Other current liabilities                    (4,250)          (671)
    Deferred charges and other noncurrent
      assets                                         (3,053)        (2,370)
    Deferred credits and other noncurrent
      liabilities                                    (2,251)        (9,259)
                                                   --------       --------
        Net cash provided by (used in)
          continuing  operations                     (9,259)         2,396

Net cash provided by (used in) discontinued
  operations                                              -            474
                                                   --------       --------
        Net cash provided by operating
          activities                                 (9,259)         2,870

Investing Activities
Advances receivable - affiliates                     49,029              -
Capital expenditures of continuing operations      (107,812)       (46,029)
Capital expenditures of discontinued 
  operations                                              -         (2,462)
Purchase of intangible assets                             -           (750)
                                                  ---------       --------
    Net cash used in investing activities           (58,783)       (49,241)

Financing Activities
Intercompany borrowing from parent                   23,042              -
Bank borrowing, net of repayment                          -         89,750
Debt issuance costs and other                             -         (3,090)
Repayment of advance payment from customer                -         (1,800)
Cash dividends paid                                       -         (1,505)
Repurchase of common stock                                -           (166)
Proceeds of capital contribution by parent           45,000              -
Proceeds  of issuance of common stock                     -            199
                                                  ---------       --------
    Net cash provided by financing activities        68,042         83,388

Increase (Decrease) in Cash and Cash
  Equivalents                                             -         37,017
Cash and Cash Equivalents at Beginning of
  Period                                                  -            714
                                                  ---------       --------
Cash and Cash Equivalents at End of Period        $       -       $ 37,731
                                                  =========       ========

Supplemental Cash Flow Information:
Cash paid for interest                            $  10,274       $ 14,118
Cash paid for income taxes                        $      19       $    991


                   See accompanying notes to financial statements





HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


1.  Merger

        Effective September 1, 1997 (the "Effective Date") for financial
accounting purposes, pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") by and with Rexene Corporation ("Rexene"), Huntsman
Corporation ("HC") and Huntsman Centennial Corporation ("HCC"), a wholly
owned subsidiary of HC, HCC was merged with and into Rexene, and Rexene
changed its name to Huntsman Polymers Corporation (the "Company"). Pursuant
to the merger, stockholders of Rexene received from HCC $16.00 in cash for
each outstanding share of common stock of Rexene (the "Merger"). As a
result of the Merger, HC indirectly owns all of the presently issued common
stock of the Company. The accounting treatment of the cash consideration
paid by HCC in connection with the Merger is shown under "push-down"
accounting rules.

        To finance the Merger, HCC entered into a loan agreement with an
affiliate, Huntsman Group Holdings Finance Company ("HGHFC"). HCC borrowed
approximately $131.1 million under this loan agreement. Additionally, HCC
received an equity contribution from its parent company, Huntsman Polymers
Holding Corporation ("HPHC"), in the amount of $173.5 million. After the
Merger, the Company entered into a loan agreement with HGHFC, and borrowed
$225.1 million (the "Intercompany Loan"). The proceeds of this borrowing
were used to repay debt of HCC assumed by the Company in the Merger and
bank debt of Rexene.

        The Merger closed on August 27, 1997.

        The sources and applications of funds required to consummate the
Merger are summarized below in thousands of dollars.

        Sources of Funds:                                       
            Loan agreement with HGHFC              $   225,067 
            Equity Contribution                        173,500 
            Rexene Working Capital                       3,382 
                                                   ----------- 
               Total                               $   401,949 
                                                   ----------- 
        Uses of Funds:                                          
           Payment of the Merger Consideration     $   301,614  
           Liquidation of Rexene debt                  100,080  
           Transaction fees and expenses (1)               255  
                                                   -----------  
                Total                              $   401,949  
                                                   -----------  
       -------------------
       (1)   Total transaction fees and expenses totaled $6.8 million,
             of which $0.3 million was paid on August 27, 1997.  The
             remainder were paid using funds provided by operations.


        The Merger has been accounted for as a purchase transaction, and
accordingly, the consolidated financial statements subsequent to the
Effective Date reflect the purchase price, including transaction costs and
liabilities assumed based on their estimated fair values as of the
Effective Date. Although none of the purchase price has been allocated to
intangible assets, valuation and other studies have not been finalized. It
is not expected that the final allocation of purchase price will produce
materially different results from those presented herein. The combined
financial statements for periods prior to September 1, 1997 have been
prepared on the historical cost basis. Operating results subsequent to the
Merger are comparable to the operating results prior to the Merger except
for depreciation expense, amortization of intangible assets, pensions, and
interest expense. In addition, Rexene's pre-Merger common stock was
canceled and replaced with 1,000 shares of common stock (all of which are
owned by HPHC), rendering the presentation of per share data no longer
meaningful.

        The allocation of the $308 million Merger consideration (including
fees and expenses) is summarized as follows (in thousands of dollars):

        Current assets                    $   95,569
        CT Business                           70,000
        Plant and equipment                  700,697
        Other non-current assets              44,254
        Liabilities assumed                 (599,131)
                                          ----------
             Total                        $  308,389
                                          ----------


        The following unaudited pro forma data has been prepared assuming
that the Merger and related financing and the sale of the Company's polymer
film manufacturing business known as the CT Film Division ("CT Business")
(see note two) were consummated on January 1, 1997. Amounts are in
thousands.

                        Three Months Ended June     Six Months Ended June
                                  30,                        30,
                           1998         1997          1998        1997
                          Actual     Pro Forma       Actual     Pro Forma
                        ---------    ---------     ---------    ---------

   Revenues             $  91,376    $ 110,983     $ 191,736    $ 236,299
   Net income (loss)    $    (977)   $   6,031     $  (5,135)   $   9,138


        The accompanying financial statements of Huntsman Polymers
Corporation and Subsidiaries 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.

2.  Discontinued Operations

        The Company sold its CT Business effective September 30, 1997. The
results of operations for the CT Business have been reclassified as
discontinued operations for all periods presented in the Consolidated
Statements of Operations prior to the Effective Date. Revenues of the CT
Business were $41.0 million and $79.4 million for the three months ended
June 30, 1997. In connection with the sale, the Company received $70.0
million in cash, and the buyer assumed approximately $8.0 million in current
liabilities. No gain or loss was realized on the sale of the CT Film assets
because the value assigned in the purchase accounting allocation was equal
to the selling price, as adjusted for September's operating results.

3.  Extraordinary Loss

        The Company recorded a non-cash charge of $0.7 million (after tax)
in the second quarter of 1997 to write-off certain deferred debt issuance
costs as a result of a May 8, 1997 amendment to its credit agreement.

4.  Summary of Significant Accounting Policies

Description of Business

        The Company manufactures products used in a wide variety of
industrial and consumer-related applications. The Company's principal
products are polyethylene, polypropylene, amorphous polyalphaolefins
("APAO"), flexible polyolefin ("FPO") and styrene.

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.

Principles of Consolidation

        The consolidated financial statements of the Company include its
wholly-owned subsidiaries. Intercompany transactions and balances are
eliminated.

Cash and Cash Equivalents

        Highly liquid investments with an original maturity of three months
or less when purchased are considered to be cash equivalents.

Inventories

        Inventories are stated at the lower of cost or market using the
first-in, first-out method.

Plant and Equipment and Depreciation and Amortization

        Property, plant and equipment is stated at cost. Depreciation is
provided utilizing the straight line method over the estimated useful lives
of the assets, ranging from 3 to 20 years. Improvements are capitalized as
part of major construction projects. Upon disposal of assets, the cost and
related accumulated depreciation are removed from the accounts and
resulting gain or loss is included in income.

Intangible Assets

        Debt issuance costs are amortized over the term of the related
debt, ranging from five to ten years. Other intangible assets are stated at
their fair market values at the time of the Merger and are amortized using
the straight-line method over their estimated useful lives of five to
fifteen years or over the life of the related agreement and are included in
"Intangible assets, net."

Income Taxes

        Deferred income taxes are provided for temporary differences
between financial statement income and taxable income using the asset and
liability method in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes."

Environmental Expenditures

        Environmental related restoration and remediation costs are
recorded as liabilities and expensed when site restoration and
environmental remediation and clean-up obligations are either known or
considered probable and the related costs can be reasonably estimated.
Other environmental expenditures, which are principally maintenance or
preventative in nature, are recorded when expended and are expensed or
capitalized as appropriate.

5.  Inventories

        Inventories consist of the following (in thousands):

                               June 30,1998      December 31, 1997
                               ------------      -----------------

        Raw materials            $  8,047            $ 11,297
        Work in progress            8,263               7,952
        Finished goods             37,302              38,194
                                 --------            --------
                                 $ 53,612            $ 57,443
                                 ========            ========

6.  Property, Plant and Equipment

        The cost and accumulated depreciation of property, plant and
equipment are as follows (in thousands):


                                       June 30,1998     December 31, 1997
                                       ------------     -----------------

     Property, plant and equipment      $ 857,375           $ 741,954
     Less accumulated depreciation        (36,878)            (14,536)
                                        ----------          ----------
                                        $ 820,497           $ 727,418
                                        ==========          ==========

7.  Long-Term Debt

        Long-term debt consists of the following (in thousands):


                                       June 30,1998     December 31, 1997
                                       ------------     -----------------

     Intercompany borrowings            $ 279,048           $ 258,055
     Capital lease - Affiliate             50,000              50,000
     11 3/4% Senior Notes due 2004        174,882             174,882
     Other                                  3,584               1,535
                                        ---------           ---------
                                        $ 507,514           $ 484,472
                                        =========           =========

8.  Contingencies

        The Company and the industry in which it competes are subject to
extensive environmental laws and regulations concerning, for example,
emissions to the air, discharges to surface and subsurface waters and the
generation, handling, storage, transportation, treatment and disposal of
waste and other materials. The Company believes that, in light of its
historical expenditures, it will have adequate resources to conduct its
operations in compliance with currently applicable environmental and health
and safety laws and regulations. However, in order to comply with changing
facility permitting and regulatory standards, the Company may be required
to make additional significant site or operational modifications. Further,
the Company has incurred and may in the future incur liability to
investigate and clean up waste or contamination at its current or former
facilities, or which it may have disposed of at facilities operated by
third parties. On the basis of its investigation and analysis, management
believes that the approximately $8.2 million accrued in June 30, 1998
balance sheet is adequate for the total potential environmental liability
with respect to contaminated sites. Extensive environmental investigation
of the groundwater, soils and solid waste management has been conducted at
the Odessa facility. Risk assessments and corrective measures pertaining to
groundwater and solid waste management units continue to be developed and
implemented respectively. Costs associated with these unit closures are
included in the aforementioned environmental accrual figure. The Company
continually reviews its estimates of potential environmental liabilities.
However, no assurance can be given that all potential liabilities arising
out of the Company's present or past operations have been identified or
fully assessed or that the amounts that might be required to investigate
and remediate such sites will not be significant to the Company.

Railroad Commission Enforcement Action

        On May 20, 1998, the Company received a Notice of Opportunity for
Hearing and Original Complaint in an administrative enforcement action
initiated by the Railroad Commission of Texas ("Railroad Commission"). The
action arises out of an incident occurring on February 5, 1998 when
ethylene was released from an underground storage facility located at the
Company's plant in Odessa, Texas. The ethylene ignited when ethylene was
released from an underground storage facility located at the Company's
plant in Odessa, Texas. The ethylene ignited when it came in contact with
an electrical power line. There were no injuries and no significant
property damage resulted. The Railroad Commission contends that the release
resulted from violations of Statewide Rule 95 relating to underground
storage of hydrocarbons. The Railroad Commission alleges violations of
operating, monitoring and record-keeping requirements of Statewide Rule 95
and seeks administrative penalties in the amount of $345,000. While the
Company does not dispute that a release occurred due to an isolated
incident of operator error, the Company does dispute the Railroad
Commission's position regarding the circumstances giving rise to the
release. On June 17, 1998 the Company answered the Complaint and contested
most of the violations alleged by the Railroad Commission.

        Although there can be no assurance of the final resolution of any
of these matters, the Company believes that, based upon its current
knowledge of the facts of each case, it has meritorious defenses to the
various claims made and intends to defend each suit vigorously, and the
Company does not believe that the outcome of any of these lawsuits will
have a material adverse effect on the Company's financial position, results
of operations or cash flows.

        The Company is also a party to various lawsuits arising in the
ordinary course of business and does not believe that the outcome of any of
these lawsuits will have a material adverse effect on the Company's
financial position, results of operations or cash flows.


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

General

        Through September 30, 1997, Huntsman Polymers Corporation, formerly
Rexene Corporation, conducted its business through two operating divisions:
the Rexene Products division, which manufactured polyethylene,
polypropylene, APAO, FPO, styrene, and olefins and the CT Film division,
which manufactured plastic film. On September 30, 1997, the Company sold
the CT Film Business to Huntsman Packaging Corporation, an affiliate of the
Company ("Huntsman Packaging"). The Company now consists solely of those
assets which formerly comprised Rexene Products division. Consequently,
management believes that a description of the CT Business' results and
financial condition of the CT Business is not meaningful to an evaluation
of the Company's results of operations or financial condition.

        The markets in which the Company competes are generally cyclical
markets that are sensitive to relative changes in supply and demand as well
as general economic conditions. Historically, these products have
experienced alternating periods of tight supply, rising prices and
increased profits followed by periods of large capacity additions resulting
in oversupply, lower selling prices and lower profits. Like most of the
companies in the industry, the Company's operations have been affected by
the shortages and delay of rail transportation into and out of the Odessa
plant. Certain of the Company's products, such as APAO, are generally less
sensitive to economic cycles. In addition, the Company's polyethylene and
polypropylene businesses are geared toward higher value-added, specialty
grades, which are less sensitive to cyclical swings experienced by
commodity grades. Management believes that many of the factors contributing
to the lower selling prices experienced by the industry in the first half
of 1998 will continue throughout the balance of 1998 and 1999. Like most of
the companies in the industry, the Company's operations have been affected
by the shortages and delay of rail transportation into and out of the
Odessa plant.

        Principal raw materials purchased by the Company consist of ethane
and propane extracted from natural gas liquids ("NGLs"), propylene and
benzene (all four of which are referred to as "feedstocks") for the
polyethylene, polypropylene and styrene businesses. Management believes the
feedstock supplies available in Odessa, Texas are currently adequate for
the Company's requirements. The percentage of feedstock costs compared to
the Company's total cost of sales excluding those costs associated with the
CT Business decreased from 40% for the first six months ended June 30, 1997
for the same period in 1998.

Results of Operations

        The Merger of Rexene and Centennial effective on the Effective Date
for financial accounting purposes, resulted in the implementation of a new
basis of accounting and thus new carrying values for certain of the
Company's assets, liabilities, and equity. The Company's consolidated
financial statements reflect this new basis of accounting beginning with
the date of the Merger. The Company's operations after the Effective Date
are significantly affected by (1) the incremental depreciation associated
with the net increase in property, plant and equipment, (2) the impact on
interest expense of the replacement of selected debt vehicles with
intercompany debt, and (3) the deferred income tax affect adjustments
associated with these adjustments. For these reasons, among others, certain
financial information for periods before and after the Effective Date is
not comparable.

        Effective September 30, 1997, the Company sold the assets of the CT
Business. The operations of the CT Business are presented as discontinued
operations for all periods presented. The following discussion is based on
a comparison of the three months and six months ended June 30, 1998 and
1997 in the context of historical data adjusted for discontinued
operations.


Three months ended June 30, 1998 compared to three months ended June 30, 1997

Revenues

        The Company's revenue decreased by $19.6 million to $91.4 million
for the three months ended June 30, 1998 from $110.0 million for the three
months ended June 30, 1997. The major factors contributing to the drop in
revenue were the downward slide in feedstock sales prices as well as the
over-supply of polyethylene, polypropylene, and styrene in the market.
These conditions were primarily attributable to additional new capacity and
the inability of the industry to maintain export volumes due to continued
Asian economic problems. Sales dollars were lower in polyethylene,
polypropylene, styrene and feedstocks, partially offset by an increase in
FPO sales. Polyethylene sales decreased $4.4 million primarily due to a
decrease in sales volumes of 9.9 million pounds. Polypropylene sales
decreased $7.4 million due to a decrease in average sales price of 10.5
cents per pound and a decrease in sales volumes of 6.3 million pounds.
Styrene sales decreased $7.0 million due to a decrease in average sales
price of 4.4 cents per pound and a decrease in sales volumes of 16.1
million pounds. Other sales, primarily comprised of feedstocks, decreased
$3.3 million. FPO sales increased $2.7 million primarily due to an increase
in average sales price and pounds sold.

Gross Profit

        The Company's gross profit decreased by $27.6 million to $4.9
million for the three months ended June 30, 1998 from $32.5 million for the
three months ended June 30, 1997. The Company's gross profit as a
percentage of sales decreased from 29.3% for the three months ended June
30, 1997 to 5.3% for the three months ended June 30, 1998. This decrease
was principally due to decreases in sales prices and volumes of
polyethylene, styrene and feedstocks as described above. The major factors
contributing to the drop in the gross profits were higher manufacturing
costs dues mainly to the effects of the transformer outage which occurred
in the first quarter, downward pressure on pricing and a weak export
product.

Selling, General and Administrative Expenses

        The Company's selling, general and administrative expenses
decreased $4.8 million from $8.5 million for the three months ended June
30, 1997 to $3.7 million for the three months ended June 30, 1998
principally due to an administrative restructuring following the Merger.

Interest Expense, Net

        The Company's net interest expense increased $2.5 million from $5.6
million for the three months ended June 30, 1997 to $8.1 million for the
three months ended June 30, 1998. This increase was principally due to
higher interest rates on the Company's intercompany debt for the quarter
ended June 30, 1998 as compared to the interest rates on the bank debt held
during the same period of the prior year, as well as higher levels of debt
outstanding.

Other Income

        The Company's other income increased $7.2 million to $7.3 million
for the three months ended June 30, 1998 as compared to the same period in
1997. Substantially all of the increase in other income is due to one-time
items relating to the licensing of technology and settlements of commercial
disputes and other agreements related to production and distribution costs.

Income Tax Expense

        Income tax expense decreased from $5.7 million of expense for the
three months ended June 30, 1997 to $0.6 million of benefit for the three
months ended June 30, 1998 due to decreased operating results.


Six months ended June 30, 1998 compared to six months ended June 30, 1997

Revenues

        The Company's revenue decreased by $44.6 million to $203.3 for the
six months ended June 30, 1998 from $236.3 million for the six months ended
June 30, 1997. The major factors contributing to the drop in revenue were
the downward slide in feedstock sales prices as well as the over-supply of
polyethylene, polypropylene and styrene in the market. These conditions
were primarily attributed to additional new capacity and the inability of
the industry to maintain export volumes due to continued Asian economic
problems. Sales dollars were lower in polyethylene, polypropylene, styrene
and feedstocks , partially offset by an increase in FPO sales. Polyethylene
sales decreased $7.8 million primarily due to a decrease in sales volumes
of 5.6 million pounds. Polypropylene sales decreased $11.0 million due to a
decrease in average sales price of 7.1 cents per pound and a decrease in
sales volumes of 10.2 million pounds. Styrene sales decreased $13.8 million
due to a decrease in average sales price of 3.3 cents per pound and a
decrease in sales volumes of 35.6 million pounds. Other sales, primarily
comprised of feedstocks, decreased $17.3 million. FPO sales increased
$7.0 million primarily due to an increase in average sales price and pounds
sold.

Gross Profit

        The Company's gross profit decreased by $38.1 million to $11.5
million for the six months ended June 30, 1998 from $49.6 million for the
six months ended June 30, 1997. The Company's gross profit as a percentage
of sales decreased from 21.0% for the six months ended June 30, 1997 to
6.0% for the six months ended June 30, 1998. This decrease was principally
due to decreases in sales prices and volumes of polyethylene, styrene and
feedstock sales as described above. The major factors contributing to the
drop in gross profit were higher manufacturing costs due mainly to the
effects of the transformer outage which occurred in the first quarter,
downward pressure on pricing and a weak export market.

Selling, General and Administrative Expenses

        The Company's selling, general and administrative expenses
decreased $9.6 million from $16.9 million for the six months ended June 30,
1997 to $7.3 million for the six months ended June 30, 1998 principally due
to administrative restructuring following the Merger.

Reversal of Environmental Accrual

        An environmental accrual established in prior years was reduced by
$9.0 million during the first quarter of 1997 as a result of modifications
to the Company's remedial action plans at the Company's Odessa Facility
that were approved by the Texas Natural Resources Conservation Commission
("TNRCC").

Other Income

        The Company's other income increased $8.0 million to $7.3 million
for the six months ended June 30, 1998 from $0.7 million loss for the six
months ended June 30, 1997. Substantially all of the increase in other
income is due to one time events relating to licensing of technology and
settlements of commercial disputes and other agreements related to
production and distribution costs.

Interest Expense, Net

        The Company's net interest expense increased $5.6 million from
$10.5 million for the six months ended June 30, 1997 to $16.1 million for
the six months ended June 30, 1998. This increase was principally due to
higher interest rates on the Company's intercompany debt for the six months
ended June 30, 1998 as compared to the interest rates on the bank debt held
during the same period of the prior year, as well as higher levels of debt
outstanding.

Income Tax Expense

        Income tax expense decreased from $9.4 million of expense for the
six months ended June 30, 1997 to $3.1 million of benefit for the six
months ended June 30, 1998 due to decreased operating results.

Liquidity and Capital Resources

        Net cash used in operating activities for the six months ended June
30, 1998 was $9.2 million, as compared to net cash provided by operations
of $2.9 million in the same period in 1997. This decrease was primarily
attributable to a decline in net income, as described above, partially
offset by higher levels of depreciation and a lower net investment in
working capital.

        Net cash used in investing activities for the six months ended June
30, 1998 was $58.8 million, an increase of $ 9.6 million over the same
period in 1997. This increase was primarily attributable to a higher level
of capital spending resulting from the Company's modernization and
expansion program, partially offset by collections of advances receivable
due from an affiliate of the Company.

        Net cash provided by financing activities for the six months ended
June 30, 1998 was $68.0 million, a decrease of $15.4 million over the same
period in 1997. This decrease was primarily attributable to a lower level
of intercompany borrowings for the six months ended June 30, 1998 as
compared to bank borrowings incurred in the same period of the previous
year, as well as a $45.0 million equity contribution to the Company by its
parent in the first six months of 1998.

        In connection with the Merger, the Company entered into an
intercompany loan agreement with HGHFC, (the "Intercompany Loan Agreement")
a wholly-owned subsidiary of Huntsman. As of June 30, 1998, the Company
owed $332.2 million under the Intercompany Loan Agreement. Subject to
certain terms and conditions, the Company may borrow additional amounts
under the Intercompany Loan Agreement. The Company has guaranteed on a
secured basis, subject to the limitations imposed by the indenture (the
"Indenture") governing the Company's 11 3/4% Senior Notes (the "Senior
Notes"), Huntsman Corporation's senior secured borrowings on a pari passu
basis with substantially all of Huntsman Corporation's domestic
subsidiaries.

        Capital expenditures for the six months ended June 30, 1998 were
$107.8 million. The $61.8 million increase in capital expenditures for the
six months ended June 30, 1998 compared to the same period in 1997 was due
primarily to additional spending in connection with the Company's
modernization and expansion program. The two primary components of the
Company's modernization and expansion program include the modernization of
the Company's olefins facility and the building of a new LLDPE facility.
The estimated total costs of these projects have increased from prior
estimates by 17% due to a revision of engineering estimates associated with
labor and material costs. The Company expects to spend $175.0 million during
the second half of 1998 in connection with these projects. These projects
are scheduled for completion during the fourth quarter of this year.

        The Company believes that, based on current levels of operation and
anticipated growth, its cash flow from operations, together with other
available sources of liquidity, will be adequate to make scheduled payments
of interest on the 11 3/4% Senior Notes, to permit anticipated capital
expenditures and to fund working capital requirements. However, the ability
of the Company to satisfy these obligations depends on a number of
significant assumptions, including but not limited to, the demand for the
Company's products and raw material costs.

        A number of potential environmental liabilities exist which relate
to certain contaminated property. In addition, a number of potential
environmental costs relate to pending or proposed environmental
regulations. No assurance can be given that all of the potential
liabilities arising out of the Company's present or past operations have
been identified or that the amounts that might be required to investigate
and remediate such sites or comply with pending or proposed environmental
regulations can be accurately estimated. The Company has approximately $8.2
million accrued in the June 30, 1998 balance sheet as an estimate of its
total potential environmental liability with respect to investigating and
remediating known and assessed site contamination. Extensive environmental
investigation of the groundwater, soils and solid waste management has been
conducted at the Odessa facility. Risk assessments have been completed for
a number of these facilities and corrective measures have been defined and
conducted. If, however, additional liabilities with respect to
environmental contamination are identified, there is no assurance that
additional amounts that might be required to investigate and remediate such
potential sites would not have a material adverse effect on the financial
position, results of operations or cash flows of the Company. In addition,
future regulatory developments could restrict or possibly prohibit existing
methods of environmental compliance. At this time, the Company is unable to
determine the potential consequences such possible future regulatory
developments would have on its financial condition. Management continually
reviews its estimates of potential environmental liabilities. The Company
carries Pollution Legal Liability insurance to address many of the
potential environmental liabilities, subject to its terms, limits,
exclusions and deductibles, on both a sudden and accidental basis and on a
gradual basis for occurrences first commencing after July 1, 1997 on its
operations. The Company also carries Pollution Legal Liability and Closure
and Post Closure insurance on certain facilities at the Odessa
manufacturing location which are regulated by the TNRCC. This insurance
satisfies requirements of the TNRCC governing operations at this location.

Year 2000 Compliance

        In response to the year 2000 compliance issue, the Company has
completed an inventory and assessment of all internally developed or
externally acquired system components. The Company has dedicated the
resources to either replace or remediate all known problems. External
computing technology service providers have been contacted and have assured
the Company that they will be 2000 compliant. The total cost to the Company
of these efforts is estimated to be approximately $500,000 with the
majority being expensed in 1998.


Other Matters

        The Company is including the following cautionary statement in this
Form 10-Q to make applicable and take advantage of the safe harbor
provisions of the Private Securities Litigation Report Act of 1995 for any
forward-looking statements made by, or on behalf of, the Company.
Forward-looking statements included statements concerning plans,
objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements which are other than statements of
historical facts. From time to time, the Company may publish or otherwise
make available forward-looking statements of this nature. All such
subsequent forward-looking statements, whether written or oral and whether
made by or on behalf of the Company, are also expressly qualified by these
cautionary statements. Certain statements contained herein are
forward-looking statements and accordingly involve risk and uncertainties
which could cause actual results or outcomes to differ materially from
those expressed in the forward-looking statements. The forward-looking
statements contained herein are based on various assumptions, many of which
are based, in turn, upon further assumptions. The Company's expectations,
beliefs and projections are expressed in good faith and are believed by the
Company to have a reasonable basis, including without limitation,
management's examination of historical operating trends, data contained in
the Company's records and other data available from third parties, but
there can be no assurance that management's expectations, beliefs or
projections will result or be achieved or accomplished. In addition to the
other factors and matters discussed elsewhere herein, the following are
important factors that, in the view of the Company, could cause actual
results to differ materially from those discussed in the forward-looking
statements:

    1.  Changes in economic conditions and weather conditions;

    2.  Changes in the availability and/or price of feedstocks; 

    3.  Changes in management ownership or control of the Company; 

    4.  Inability to obtain new customers or retain existing ones; 

    5.  Significant changes in competitive factors affecting the Company; 

    6.  Environmental/safety requirements;

    7.  Significant changes from expectations in actual capital expenditures
        and operating expenses and unanticipated project delays;

    8.  Occurrences affecting the Company's ability to obtain funds from
        operations, debt or equity to finance needed capital expenditures
        and other investments;

    9.  The cyclical nature of the Company's business;

    10. Significant changes in tax rates or policies or in rates of
        inflation or interest;

    11. Significant changes in the Company's relationship with its
        employees and the potential adverse effects if labor disputes or
        grievances were to occur;

    12. Changes in accounting principles and/or the application of such
        principles to the Company;

    13. Unavailability of, and substantial delays in, transportation of raw
        materials and products.

The Company disclaims any obligation to update any forward-looking
statements to reflect events or circumstances after the date hereof.


PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

        On May 20, 1998, the Company received a Notice of Opportunity for
Hearing and Original Complaint in an administrative enforcement action
initiated by the Railroad Commission of Texas ("Railroad Commission"). The
action arises out of an incident occurring on February 5, 1998 when
ethylene was released from an underground storage facility located at the
Company's plant in Odessa, Texas. The ethylene ignited when ethylene was
released from an underground storage facility located at the Company's
plant in Odessa, Texas. The ethylene ignited when it came in contact with
an electrical power line. There were no injuries and no significant
property damage resulted. The Railroad Commission contends that the release
resulted from violations of Statewide Rule 95 relating to underground
storage of hydrocarbons. The Railroad Commission alleges violations of
operating, monitoring and record-keeping requirements of Statewide Rule 95
and seeks administrative penalties in the amount of $345,000. While the
Company does not dispute that a release occurred due to an isolated
incident of operator error, the Company does dispute the Railroad
Commission's position regarding the circumstances giving rise to the
release. On June 17, 1998 the Company answered the Complaint and contested
most of the violations alleged by the Railroad Commission.

        Although there can be no assurance of the final resolution of any
of these matters, the Company believes that, based upon its current
knowledge of the facts of each case, it has meritorious defenses to the
various claims made and intends to defend each suit vigorously, and the
Company does not believe that the outcome of any of these lawsuits will
have a material adverse effect on the Company's financial position, results
of operations or cash flows.

        The Company is also a party to various lawsuits arising in the
ordinary course of business and does not believe that the outcome of any of
these lawsuits will have a material adverse effect on the Company's
financial position, results of operations or cash flows.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)    Exhibits
           Number       Exhibits
           --------     --------
           27           Financial Data Schedule

    (b)    Reports Submitted on Form 8-K:

           There were no reports submitted on Form 8-K during the second
quarter of 1998.



                                 SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        HUNTSMAN POLYMERS CORPORATION
                                        Registrant


 Date: August 14, 1998                  By:  /s/ J. Kimo Esplin
                                            ------------------------
                                            J. Kimo Esplin
                                            Senior Vice President and
                                            Chief Financial Officer




                             INDEX TO EXHIBITS

     Exhibit
      Number               Exhibit
     --------              -------
        27                 Financial Data Schedule