<PAGE>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                    Form 10-Q

(Mark One)

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the quarterly period ended September 30, 2001

                                       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 its 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
                                 (801) 584-5700

          (Address of principal executive offices and telephone number)


Indicate by 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 CORPORATE ISSUERS:

On November 14, 2001, 1,000 shares of the Common Stock, par value $0.01 per
share, of Huntsman Polymers Corporation were outstanding.

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

<PAGE>


                          HUNTSMAN POLYMERS CORPORATION
                       FORM 10-Q FOR THE QUARTERLY PERIOD
                            ENDED SEPTEMBER 30, 2001

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                              Page
                                                                                                                              ----
<S>                                                                                                                           <C>
PART I. FINANCIAL INFORMATION ...............................................................................................    3
        Item 1.  Financial Statements .......................................................................................    3
                 Consolidated Balance Sheets as of September 30, 2001 (unaudited) and December 31, 2000 .....................    3
                 Consolidated Statements of Operations for the Three and Nine Months Ended
                   September 30, 2001 and 2000 (unaudited) ..................................................................    4
                 Consolidated Statements of Stockholder's Equity for the Nine Months Ended September 30,
                   2001 (unaudited) .........................................................................................    5
                 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2001 and 2000 (unaudited) ....    6
                 Notes to Consolidated Financial Statements .................................................................    7
        Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations ......................   15
        Item 3.  Quantitative and Qualitative Disclosures About Market Risk .................................................   26
PART II - OTHER INFORMATION .................................................................................................   26
        Item 1.  Legal Proceedings ..........................................................................................   26
        Item 6.  Exhibits and Reports on Form 8-K ...........................................................................   27
</TABLE>

                                       2

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.       Financial Statements

HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Dollars In Thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            September 30, 2001
                                                                               (Unaudited)          December 31, 2000
                                                                               -----------          -----------------
         <S>                                                                <C>                     <C>
                              ASSETS
                              ------
         Current assets:
              Cash and cash equivalents                                     $               -       $               -
              Accounts and notes receivable, net                                       10,066                  30,787
              Accounts and advances receivable - Affiliates                            30,584                  44,245
              Inventories                                                              58,786                  78,707
              Other current assets                                                      2,366                   1,317
              Deferred income taxes                                                    14,562                  10,261
                                                                            -----------------       -----------------
                  Total current assets                                                116,364                 165,317
         Properties, plant and equipment, net                                         773,669                 895,355
         Intangible assets, net                                                         8,285                  44,858
         Other noncurrent assets                                                       28,604                  32,103
                                                                            -----------------       -----------------
                  Total assets                                              $         926,922       $       1,137,633
                                                                            =================       =================

                          LIABILITIES AND
                          ---------------
                       STOCKHOLDER'S EQUITY
                       --------------------
         Current liabilities:
              Accounts payable                                              $          50,444       $          94,274
              Accounts payable - Affiliates                                             1,474                   2,030
              Accrued liabilities                                                      31,572                  21,941
              Current portion of long-term debt - Affiliates                          353,080                       -
                                                                            -----------------       -----------------
                  Total current liabilities                                           436,570                 118,245
         Long-term debt:
              Affiliates                                                                    -                 304,164
              Other                                                                   174,882                 174,882
         Deferred income taxes                                                          3,331                  85,053
         Other noncurrent liabilities                                                  33,170                  32,517
                                                                            -----------------       -----------------
                  Total liabilities                                                   647,953                 714,861
                                                                            -----------------       -----------------
         Stockholder's equity:
              Common Stock, par value $0.01 per share; 1
              million shares authorized and 1,000 shares
              issued and outstanding in 2001 and 2000                                       -                       -
              Additional paid-in capital                                              559,500                 528,500
              Retained earnings (deficit)                                            (280,531)               (105,728)
                                                                            -----------------       -----------------
                  Total stockholder's equity                                          278,969                 422,772
                                                                            -----------------       -----------------

                  Total liabilities and stockholder's equity                $         926,922       $       1,137,633
                                                                            =================       =================
</TABLE>

           See accompanying notes to consolidated financial statements

                                       3

<PAGE>

HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Dollars In Thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           Three Months       Three Months         Nine Months          Nine Months
                                               Ended             Ended                Ended                Ended
                                           September 30,      September 30,       September 30,        September 30,
                                           -------------      -------------       --------------       -------------
                                                2001               2000                 2001                 2000
                                                ----               ----                 ----                 ----
<S>                                        <C>                <C>                 <C>                  <C>
Revenues:
     Trade sales and services               $    21,184       $     50,447        $      103,999       $    148,601
     Affiliate sales                             89,307            117,846               276,556            350,324
                                            -----------       ------------        --------------       ------------
Total revenues                                  110,491            168,293               380,555            498,925
Cost of goods sold                              131,236            169,866               444,204            480,656
                                            -----------       ------------        --------------       ------------
Gross profit                                    (20,745)            (1,573)              (63,649)            18,269
Selling, general and administrative               5,427              9,644                19,607             25,449
Plant closing/restructuring costs               110,200                  -               140,047                  -
                                            -----------       ------------        --------------       ------------
Operating income (loss)                        (136,372)           (11,217)             (223,303)            (7,180)
Interest expense, net:
     Affiliate interest                          (7,840)            (9,219)              (20,919)           (22,414)
     Other interest                              (5,273)            (5,345)              (15,798)           (15,814)
Other income (expense)                               29              3,360                  (147)             5,801
                                            -----------       ------------        --------------       ------------
Net loss before income taxes                   (149,456)           (22,421)             (260,167)           (39,607)
Income tax benefit                              (43,954)            (7,793)              (85,364)           (14,625)
                                            -----------       ------------        --------------       ------------
Net loss                                    $  (105,502)      $    (14,628)       $     (174,803)      $    (24,982)
                                            ===========       ============        ==============       ============
</TABLE>

           See accompanying notes to consolidated financial statements


                                       4

<PAGE>

HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (UNAUDITED)
-----------------------------------------------------------
(Dollars and Shares In Thousands)

<TABLE>
<CAPTION>
                                                                                     Retained
                                                Common Stock          Paid-in        Earnings
                                             Shares     Amount        Capital       (Deficit)        Total
                                             ------     ------        -------        -------         -----
     <S>                                    <C>         <C>          <C>           <C>            <C>
     Balance, January 1, 2001                      1    $    -       $ 528,500     $ (105,728)    $ 422,772

     Capital contribution from parent              -         -          31,000              -        31,000
     Net loss                                      -         -               -       (174,803)     (174,803)
                                            --------    ------       ---------     ----------     ---------
     Balance, September 30, 2001                   1    $    -       $ 559,500     $ (280,531)    $ 278,969
                                            ========    ======       =========     ==========     =========
</TABLE>

                                        5

<PAGE>

HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars In Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Nine Months             Nine Months
                                                                 Ended                   Ended
                                                          September 30, 2001      September 30, 2000
                                                          ------------------      ------------------
         <S>                                              <C>                     <C>
         Operating Activities
         Net loss                                             $     (174,803)         $      (24,982)
         Reconciliation to net cash used in operations:
              Depreciation and amortization                           53,995                  56,360
              Deferred income taxes                                  (86,023)                (15,285)
              Amortization of debt issuance costs                        651                     651
              Gain on sale of property                                     -                  (1,787)
              Retirement of fixed assets                              77,811                       -
              Non-cash charges to inventory and other
                  assets                                               5,067                       -
              Impairment of goodwill                                  33,788                       -
              Changes in operating working capital:
                  Receivables                                         34,382                  (9,275)
                  Inventories                                         17,192                 (14,336)
                  Other current assets                                (1,049)                    368
                  Accounts payable                                   (44,386)                 11,779
                  Other current liabilities                            9,631                   2,400
                  Deferred charges and other noncurrent
                  assets                                               1,161                  (1,439)
                  Deferred credits and other noncurrent
                  liabilities                                            653                  (1,968)
                                                          ------------------      ------------------
         Net cash provided by (used in) operations                   (71,930)                  2,486

         Investing Activities
         Proceeds of sale of property                                    577                   4,007
         Capital expenditures                                         (8,563)                (16,434)
                                                          ------------------      ------------------
         Net cash used in investing activities                        (7,986)                (12,427)

         Financing Activities
         Intercompany borrowing from parent                           48,916                   9,941
         Proceeds of capital contribution by parent                   31,000                       -
                                                          ------------------      ------------------
         Net cash provided by financing activities                    79,916                   9,941

         Increase (Decrease) in Cash and Cash Equivalents                  -                       -
         Cash and Cash Equivalents at Beginning of Period                  -                       -
                                                          ------------------      ------------------
         Cash and Cash Equivalents at End of Period           $            -          $            -
                                                          ==================      ==================

         Supplemental Cash Flow Information
         Cash paid for interest                               $       10,275          $       10,475
         Cash paid (refunded) for income taxes                $            -          $            -
</TABLE>

           See accompanying notes to consolidated financial statements

                                        6

<PAGE>


HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Description of Business

       Huntsman Polymers Corporation and its subsidiaries (collectively, the
"Company") manufacture products used in a wide variety of industrial and
consumer-related applications. The Company's principal products are polyethylene
(including low density polyethylene ("LDPE") and linear low density polyethylene
("LLDPE")), polypropylene, amorphous polyalphaolefin ("APAO"), and, until April
23, 2001, styrene.

       Interim Financial Statements

       The interim consolidated financial statements of the Company are
unaudited, but include all adjustments which the Company deems necessary for a
fair presentation of its financial position and results of operations. All such
adjustments are of a normal recurring nature. Results of operations for interim
periods are not necessarily indicative of results to be expected for the full
year. All significant accounting policies conform to those previously set forth
in the Company's fiscal 2000 Annual Report on Form 10-K.

       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 a maturity of three months or less when
purchased are considered to be cash equivalents.

       Inventories

       Inventories are stated at the lower of average cost or market.

       Property, Plant and Equipment

       Property, plant and equipment are stated at cost. Depreciation is
provided utilizing the straight line method over the estimated useful lives of
the assets. Plant and equipment have useful lives ranging from 3 to 15 years,
and buildings have useful lives ranging from 15 to 20 years. Periodic
maintenance and

                                       7

<PAGE>

repairs applicable to major units of manufacturing facilities are accounted for
on the prepaid basis by capitalizing the costs of the turnaround and amortizing
the costs over the estimated period until the next turnaround. Normal
maintenance and repairs of all other plant and equipment are charged to expense
as incurred. Renewals, betterments and major repairs that materially extend the
useful life of the assets are capitalized, and the assets replaced, if any, are
retired. Interest costs are capitalized as part of major construction projects.
Upon disposal of assets, the cost and related accumulated depreciation are
removed from the accounts and the resulting gain or loss is included in other
income.

       Intangible Assets

       Debt issuance costs are amortized over the term of the related debt,
ranging from five to ten years. Goodwill is amortized over a period of 20 years.
Other intangible assets 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.

       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 ("SFAS")
No. 109, "Accounting for Income Taxes."

       Environmental Expenditures

       Environmental related restoration and remediation costs and governmental
assessments are recorded as liabilities and expensed when site restoration and
environmental remediation, clean-up and assessment 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.

       Reclassifications

       Certain amounts in the consolidated financial statements for prior
periods have been reclassified to conform with the current presentation.

       New Accounting Standards

       On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133, as amended and
interpreted, establishes accounting and reporting standards for derivatives and
for hedging activities. It requires an entity to recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. The adoption of SFAS No. 133 did not have an
effect on the Company's financial position because the financial instruments and
other contracts held by and entered into by the Company either do not meet the
definition of a derivative or qualify for the normal purchases and sales
exemption.

       On July 20, 2001, the Financial Accounting Standards Board issued SFAS
No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets." The statements will change the accounting for business
combinations and goodwill in two significant ways. SFAS No. 141 requires that
the purchase method of accounting be used for all business combinations
initiated after June 30, 2001. Use of the pooling-of-interests method will be
prohibited. SFAS No. 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Thus, amortization of

                                       8

<PAGE>

goodwill, including goodwill recorded in past business combinations, will cease
upon adoption of that statement, which for the Company will be January 1, 2002.
Adoption of this pronouncement will have no effect on the Company's financial
statements.

     In August 2001, the Financial Accounting Standards Board issued SFAS No.
143, "Accounting for Asset Retirement Obligations." SFAS No. 143 addresses
financial accounting and reporting for obligations associated with the
retirement of tangible, long-lived assets and the associated asset retirement
costs. This Statement requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred by
capitalizing it as part of the carrying amount of the long-lived assets. As
required by SFAS No. 143, the Company will adopt this new accounting standard on
January 1, 2003. The Company is currently evaluating the effects of adopting
this pronouncement.

     In October 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This
Statement establishes a single accounting model for the impairment or disposal
of long-lived assets. As required by SFAS No. 144, the Company will adopt this
new accounting standard on January 1, 2002. The Company is currently evaluating
the effects of adopting this pronouncement.

     Income (Loss) per Share

     Income (loss) per share is not presented because it is not considered
meaningful information due to the Company's ownership by a single non-public
shareholder.

2.   INVENTORIES

     Inventories consist of the following (in thousands):

                                         September 30, 2001   December 31, 2000
                                         ------------------   -----------------
       Raw materials                      $           8,560   $          17,551
       Work in progress                               5,840               8,249
       Finished goods                                44,386              52,907
                                         ------------------   -----------------
       Total                              $          58,786   $          78,707
                                         ==================   =================

3.   PROPERTY, PLANT AND EQUIPMENT

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

                                         September 30, 2001   December 31, 2000
                                         ------------------   -----------------
     Land                                 $           3,730   $           3,730
     Buildings                                      162,065             172,831
     Plant and equipment                            817,100             889,866
     Construction in progress                         6,940               7,270
                                         ------------------   -----------------
                                                    989,835           1,073,697
     Less accumulated depreciation                 (216,166)           (178,342)
                                         ------------------   -----------------
     Property, plant and equipment, net   $         773,669   $         895,355
                                         ==================   =================

                                        9

<PAGE>

4.   LONG-TERM DEBT

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

<TABLE>
<CAPTION>
                                                                  September 30, 2001   December 31, 2000
                                                                  ------------------   -----------------
         <S>                                                      <C>                  <C>
         Affiliates:
           Intercompany borrowings                                $          286,170   $         240,329
           Capital lease - Affiliate                                          66,910              63,835
                                                                  ------------------   -----------------
                 Total affiliates                                            353,080             304,164
           Less:  Current portion of long-term debt-Affiliate                353,080                   -
                                                                  ------------------   -----------------
                 Total long-term debt - Affiliate                                  -             304,164
         Other - 11-3/4% Senior Notes due 2004                               174,882             174,882
                                                                  ------------------   -----------------
           Total                                                  $          174,882   $         479,046
                                                                  ==================   =================
</TABLE>

     As of September 30, 2001, Huntsman Corporation, the parent of Huntsman
Polymers Holdings Corporation ("HPHC") (the Company's sole shareholder), had
borrowings of approximately $1.4 billion outstanding under its senior secured
credit facilities (the "Credit Facilities"). As collateral for its obligations
under the Credit Facilities, Huntsman Corporation has pledged its 100% equity
ownership interest in HPHC, and HPHC has pledged its 100% ownership interest in
the Company. In addition, HPHC and the Company are guarantors of Huntsman
Corporation's obligations under the Credit Facilities. The Company has granted
security interests and liens on substantially all of its assets to secure its
obligations arising out of its guaranty (the "Guaranty"), subject to certain
limitations in effect until such time as all of the Company's 11-3/4% Senior
Notes (the "Senior Notes") have been indefeasibly repaid, redeemed or
repurchased in full. The Guaranty provides that the Company's maximum liability
thereunder at any time shall not exceed the amount permitted to exist at such
time under the indenture (the "Indenture") governing the Senior Notes. At this
time, because of the restrictions on incurring indebtedness and making
investments contained in the Indenture, the Company does not have any liability
pursuant to the Guaranty.

     Huntsman Corporation is not in compliance with certain financial covenants
contained in the Credit Facilities and is seeking a three to six month agreement
from its lenders that would provide for waivers, amendments and forbearance with
respect to the Credit Facilities (the "Amendment Agreement"). Unless and until
an Amendment Agreement is obtained, or until the lenders' rights are stayed,
Huntsman Corporation's lenders could pursue certain remedies under the Credit
Facilities including accelerating the debt due under the Credit Facilities,
enforcing the guaranties of HPHC and the Company, foreclosing on the pledge of
the equity of HPHC and the Company, and foreclosing on the security interests
and liens on the assets securing the Company's obligations under the Guaranty to
the extent the Company has any liability under the Guaranty at the time of the
foreclosure and subject to the limitations on the security interests and liens
referred to above. There can be no assurance that an Amendment Agreement will be
obtained.

     Huntsman Corporation, Deutsche Banc Alex.Brown, Inc. and Bankers Trust
Company are currently negotiating a commitment letter pursuant to which a
wholly-owned subsidiary of Huntsman Corporation would be provided with a new
accounts receivable facility of not less than $80 million nor more than $150
million (the "New AR Facility"). Proceeds from the New AR Facility would be
used, among other things, to provide liquidity to Huntsman Corporation and
certain of its affiliates. The commitment to provide the New AR Facility is
subject to certain conditions, including, but not limited to, the execution and
delivery of an Amendment Agreement and the completion of satisfactory final
documentation relating to the New AR Facility. There can be no assurance as to
the amount or terms of the New AR Facility or that the New AR Facility will be
obtained.

     The acceleration by Huntsman Corporation's lenders of the debt under the
Credit Facilities would cause an acceleration of the Company's obligations under
an intercompany loan agreement (the "Intercompany Loan Agreement") that the
Company maintains with Huntsman Group Holdings Finance Corporation, a
wholly-owned subsidiary of Huntsman Corporation. As a result, as of June 30,
2001, the Company reclassified the intercompany borrowings portion of affiliate
debt as a current liability. The Company has granted security interests and
liens on substantially all of its assets to secure its obligations under the
Intercompany Loan Agreement, subject to certain limitations in effect until such
time as all of the Senior Notes have been indefeasibly repaid, redeemed or
repurchased in full. Acceleration of the debt under the Credit Facilities and of
the Company's obligations under the Intercompany Loan Agreement would constitute
an event of default under the Senior Notes, which could result in an
acceleration of the Company's obligations under the Senior Notes by the trustee
or the holders of at least 25% in principal amount of the then outstanding
Senior Notes.

                                       10

<PAGE>

     A foreclosure on the pledge of the equity of HPHC or the Company would
constitute a "change of control" under the Indenture. If a "change of control"
occurs, each holder of the Senior Notes would have the right to require the
Company to purchase all or any part of the Senior Notes held by such holder at
an offer price in cash equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest thereon to the date of purchase.

     At the present time, the Company's ability to satisfy its financial
obligations depends on a number of significant factors, including but not
limited to, the market price and sales volumes of the Company's products, raw
materials costs and the availability of debt or equity financing. See "Outlook"
below. In the past, the Company has used the Intercompany Loan Agreement as its
primary source of financing. Although Huntsman Corporation is currently seeking
an Amendment Agreement from its lenders, it appears likely that the terms of the
Amendment Agreement will prohibit additional equity financing and will limit
additional debt financing by Huntsman Corporation to the Company. Nevertheless,
the Company believes that Huntsman Corporation will be permitted to provide
additional funding on a limited basis, to be specified in the Amendment
Agreement. The Amendment Agreement also likely will contain a condition that
would cause the Amendment Agreement to terminate if the Company makes interest
payments on the Senior Notes. These circumstances make it unlikely that the
Company will be able to make its interest payment under the Senior Notes on
December 1, 2001, which is the next interest payment date on the Senior Notes.
Failure to pay such interest within 30 days of the due date would constitute an
event of default under the Senior Notes which could result in an acceleration of
the obligations thereunder by the trustee or the holders of at least 25% in
aggregate principal amount of the then outstanding Senior Notes. The Company
cannot predict what actions, if any, the holders of the Senior Notes would take
following a default with respect to the Senior Notes.

     If the Company is unable to meet its cash requirements from borrowings
under the Intercompany Loan Agreement or otherwise, existing cash and cash
equivalent balances and cash flow from operations, the Company would have to
make choices among the various demands upon its liquidity, which could have a
material adverse effect on the Company's financial position and results of
operations. While the Company has paid and intends to continue to pay its trade
obligations in full in a timely manner, any contraction in the availability of
trade credit would increase the Company's cash requirements, could impact its
ability to obtain raw materials and could accelerate the Company's need to
pursue other alternatives.

     The foregoing uncertainties raise substantial doubt about the Company's
ability to continue its operations without some form of financial restructuring.
In early October 2001, Huntsman Corporation engaged Dresdner Kleinwort
Wasserstein, Inc. as its financial advisor and investment banker to assist
Huntsman Corporation and its domestic subsidiaries, including the Company, in
identifying and exploring strategic alternatives, including developing out of
court or court sanctioned financial restructuring plans.

     Certain affiliates of Huntsman Corporation, including Huntsman Specialty
Chemicals Holdings Corporation ("HSCHC"), Huntsman Specialty Chemicals
Corporation ("HSCC"), Huntsman International Holdings LLC ("HIH") and Huntsman
International LLC ("HI") have not guaranteed or provided any other credit
support to the obligations of Huntsman Corporation under the Credit Facilities
or under Huntsman Corporation's outstanding high-yield notes (the "HC Notes").
Neither events of default under the Credit Facilities or the HC Notes nor the
exercise of any remedy by the lenders thereunder will cause any cross-defaults
or cross-accelerations under the outstanding high-yield notes of HIH or HI or
the senior secured credit facilities of HI, except insofar as foreclosure on the
stock of HSCHC, pledged to secure the obligations of Huntsman Corporation under
the Credit Facilities, would constitute a "change in control" under the senior
secured credit facilities of HI and would give certain put rights to the holders
of the high-yield notes of HIH and HI.

                                       11

<PAGE>

5.     INTANGIBLE ASSETS

       Intangible assets, net of accumulated amortization, are (in thousands):

<TABLE>
<CAPTION>
                                                                September 30, 2001      December 31, 2000
                                                                ------------------      -----------------
         <S>                                                    <C>                     <C>
         Debt issuance costs                                    $           7,173       $           7,173
         Less accumulated amortization                                     (5,078)                 (4,427)
                                                                -----------------       -----------------
              Total debt issuance costs                                     2,095                   2,746
                                                                -----------------       -----------------

         Goodwill                                                               -                  42,406
         Less accumulated amortization                                          -                  (7,035)
                                                                -----------------       -----------------
              Total goodwill                                                    -                  35,371
                                                                -----------------       -----------------

         Other intangible assets                                            7,943                   7,973
         Less accumulated amortization                                     (1,753)                 (1,232)
                                                                -----------------       -----------------
              Total other intangible assets                                 6,190                   6,741
                                                                -----------------       -----------------
         Intangible assets, net                                 $           8,285       $          44,858
                                                                =================       =================
</TABLE>

       In the third quarter of 2001, goodwill was written off as part of plant
closing and restructuring costs. This is discussed further in Note 7 below,
"Plant Closing/Restructuring Costs."

6.     CONTINGENCIES

       Environmental Regulation

       The Company's business of manufacturing and distributing chemical
products and its related production of by-products and wastes entails risk of
adverse environmental effects. The Company is subject to extensive federal,
state and local 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 to
frequent 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 its operations
for actual or alleged violations arising under 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. Changes in
regulations regarding the generation, handling, transportation, use and disposal
of hazardous substances could inhibit or interrupt the Company's operations and
have a material adverse effect on its business. From time to time, these
operations may result in violations under environmental laws, including spills
or other releases of hazardous substances into 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 the imposition of restrictions 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. 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 facilities
operated by third parties at which it may have disposed of waste or other
materials.

       On the basis of reasonable investigation and analysis, management
believes that the approximately $6.4 million accrued in the September 30, 2001
balance sheet is adequate for the total potential environmental liability of the
Company with respect to contaminated sites. Extensive environmental

                                       12

<PAGE>

investigation of the groundwater, soils and solid waste management units has
been conducted at the Odessa, Texas facility, the Company's primary
manufacturing location (the "Odessa Facility"). Risk assessments have been
completed for a number of these units and corrective measures have been defined
and conducted. As of September 30, 2001, the Texas Natural Resource Conservation
Commission ("TNRCC") has approved closure for 55 of the plant's solid waste
management units.

       As a result of a United States Environmental Protection Agency ("EPA")
inspection of the Odessa Facility in April 1997 and follow-up information
requests from EPA, an enforcement action alleging Clean Air Act violations has
been threatened by the U.S. Department of Justice and civil penalties in the
amount of $475,000 have been proposed by the government to resolve the matter.
The Company is continuing to negotiate with EPA and the Department of Justice in
an attempt to reach settlement.

       As a result of a third-party environmental audit of the Odessa operations
starting in November 2000, the Company has voluntarily disclosed to EPA and the
TNRCC certain potential violations of environmental law. EPA and the TNRCC are
presently evaluating those disclosures to determine whether the disclosures
qualify for penalty mitigation under federal policy and state law. It is
possible that civil penalties will be assessed by one or both of these agencies
as a result of the disclosures.

       TNRCC Flare Investigation

       By letter dated January 28, 1999, the TNRCC notified the Company of
allegations that the Company's olefins plant may have violated its air permit by
emitting visible smoke from its process/emergency flare in late December 1998
and early January 1999. During that period, the olefins plant was in the midst
of start up after extensive construction. As required by Texas law, the Company
had given prior notice to the TNRCC of the start up and that excess emissions
might result. The TNRCC investigated this matter after receiving numerous
complaints from residents of a subdivision near the Odessa Facility. A draft
Agreed Order with a proposed $15,000 penalty was sent by the TNRCC to the
Company. Following discussions with the Company, the TNRCC re-drafted the Agreed
Order with a proposed $7,500 penalty. The Company agreed to an Order stipulating
that $1,500 of the $7,500 be deferred, a $3,000 fine paid and $3,000 offset with
a supplemental environmental project for a neighborhood monitoring program near
the facility. When the Agreed Order was presented to the TNRCC, Odessa residents
attending the hearing opposed its entry. The TNRCC remanded the matter back to
its staff for further consideration. The staff has now informally proposed a
$154,000 penalty covering a series of upsets over the period from 1998 through
2000. The Company, in a written submission to the TNRCC, has taken issue with
the appropriateness, both factually and legally, of the proposed penalty.
Negotiations to resolve this matter are ongoing.

       As a result of the start-up flaring during late December 1998 and early
January 1999, certain complaining citizens have hired counsel to consider
bringing legal action to recover damages alleged to have been caused by that
flaring. Six such actions have been filed. Three of the cases, involving over
4,200 plaintiffs, have been settled as of November 14, 2001; an amount was
reserved for the settlements in the third quarter of 2000. Although the Company
lawyers believe that the Company has strong defenses to the remaining suits, it
is too early to predict the outcome of such litigation.

       Other Matters

       In March 1999, in connection with a construction contract dispute, an
arbitration proceeding was initiated by S&B Engineers and Constructors, Ltd.
("S&B") against the Company. S&B sought approximately $22.3 million in unpaid
invoices and bonuses under the contract and the Company sought in excess of $20
million in contract damages against S&B. In August 2000, the arbitration panel
awarded S&B damages in the amount of $19.2 million plus pre-judgment interest,
attorneys' fees and costs,

                                       13

<PAGE>

reserving decision on the amount of fees and costs. In February 2001, the
arbitration panel issued its final award, granting S&B fees and costs in the
amount of $3.7 million in addition to the damages previously awarded. The
Company appealed the award in Texas state court, seeking reversal or
modification of the award on grounds that it was based in part on erroneous
conclusions of law. Following mediation and further settlement discussions
between the parties, the matter was settled on August 30, 2001. Under the terms
of the settlement agreement, the Company paid S&B $10.0 million on September 14,
2001. The Company is also obligated to pay S&B $6.1 million on December 30, 2001
and $6.0 million on March 31, 2002, for a total settlement amount of $22.1
million.

       The Company continually reviews its estimates of potential environmental
and other contingent 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 remediate such conditions will not be significant to the Company.

7.     PLANT CLOSING/RESTRUCTURING COSTS

       The Company recorded plant closing and restructuring costs of $140.0
million during the nine months ended September 30, 2001. These costs were
recorded in two phases.

       Phase I, which resulted in a charge of $29.8 million during the second
quarter of 2001, was the result of the closure of the Company's styrene
production unit and the concurrent cost restructuring and elimination
initiative, both of which were announced on April 23, 2001. The program included
a workforce reduction at the Odessa Facility of 97 regular employees.
Approximately $5.2 million was accrued for termination benefits, all of which
had been paid as of September 30, 2001. Additionally, exit costs of $2.6 million
for the styrene unit decommissioning, $4.8 million in non-cancelable lease
charges, $8.9 million write-down of the styrene unit fixed assets and $7.6
million write-off of unusable material and supplies inventory were recorded in
connection with Phase I. Phase I was substantially completed by the end of the
third quarter of 2001. During the third quarter of 2001, the Company revised its
initial estimate based on actual costs incurred and current business
developments. The net effect of these revisions did not change the total charge
of Phase I.

       Phase II of the cost reduction program was announced by the Company on
July 31, 2001 and resulted in a total charge of $110.2 million. This phase
encompassed the closure of the polypropylene Line 1 unit (representing 30% of
current total polypropylene production), the write-off of the flexible
polyolefins ("FPO") unit which had been under evaluation for alternative product
use, and the further elimination of redundant cost in the maintenance, technical
services and overhead cost structure. Management anticipates that this program
will result in the discharge of 93 regular employees at the Odessa Facility.
Approximately $5.9 million was accrued for termination benefits. Additionally,
exit costs of $68.7 million related to the write-off of fixed assets, $33.8
million related to the write-off of goodwill, $0.2 million for the polypropylene
unit decommissioning, $0.6 million in non-cancelable lease charges and $1.0
million related to the write-off of unusable supplies inventory were recorded in
connection with Phase II. The Company expects this phase to be completed by
April 2002.

                                       14

<PAGE>

       A summary of the combined Phase I and Phase II costs are outlined as
follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                                              Restructuring
                                           Phase I                                           Liabilities at
                                          Phase II          Non-Cash           Cash           September 30,
                                           Charge            Charges         Payments              2001
                                         ------------     --------------    ------------     -----------------
<S>                                      <C>              <C>               <C>              <C>
Work force reduction                       $  11,038        $         -        $  5,744           $     5,294
Styrene unit decommissioning                   2,601                  -             953                 1,648
Polypropylene Line 1 decommissioning             200                  -               -                   200
Non-cancelable lease costs                     5,348                  -             909                 4,439
Property and equipment                        77,684             77,684               -                     -
Goodwill                                      33,788             33,788               -                     -
Provision for unusable supply inventory        8,565              5,067           2,598                   900
Other charges                                    823                  -             823                     -
                                         ------------     --------------    ------------     -----------------
Total restructuring costs                  $ 140,047        $   116,539        $ 11,027           $    12,481
</TABLE>

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

General

       The Company manufactures certain chemical products used in a wide variety
of industrial and consumer-related applications. The Company's principal
products are polyethylene (including low density polyethylene ("LDPE") and
linear low density polyethylene ("LLDPE")), polypropylene, amorphous
polyalphaolefin ("APAO") and, until April 23, 2001, styrene.

       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. 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.

       Principal raw materials purchased by the Company for the polyethylene,
polypropylene and APAO businesses consist of ethane and propane extracted from
natural gas liquids and propylene (all of which are referred to as
"feedstocks"). Management believes the feedstock supplies available in Odessa,
Texas are currently adequate for the Company's requirements.

                                       15

<PAGE>

Results of Operations

Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000

       Revenues

       The Company's revenues decreased $57.8 million to $110.5 million for the
three months ended September 30, 2001 from $168.3 million for the same period in
2000. The major factors contributing to the decrease in revenues were lower
sales prices in all the Company's product lines and lower sales volumes in
polypropylene, olefins and styrene. The lower sales volumes and prices were the
result of the continued weakening of the United States and world economies,
combined with excess capacity in the industry. Styrene sales revenue decreased
$21.0 million to $5.4 million due to the permanent closure of the styrene plant
and the liquidation of the existing inventory. Polyethylene sales revenue
decreased $15.6 million to $58.6 million due primarily to weak pricing resulting
from an oversupply in the market, coupled with softening demand by converters
who have been running plants at significantly reduced levels. Olefins sales
revenue decreased $9.3 million to $23.9 million due primarily to lower natural
gas prices and the effect of those lower prices on the selling prices of
olefins. Polypropylene sales revenue decreased $7.8 million to $15.3 million due
to a 20.4% decrease in the average sales price and a 16.9% decrease in sales
volumes, resulting mainly from weak demand and lower sales prices primarily in
the export market.

       Gross Profit (Loss)

       The Company's gross profit decreased $19.1 million to a loss of $20.7
million for the three months ended September 30, 2001 from a loss of $1.6
million for the same period in 2000. The decrease in gross profit was mainly due
to lower production rates in an effort to keep inventory levels in check due to
poor demand as well as the other factors described above.

       Selling, General and Administrative

       The Company's selling, general and administrative expenses decreased $4.2
million to $5.4 million for the three months ended September 30, 2001 from $9.6
million for the same period in 2000. The decrease in selling, general and
administrative expenses was mainly due to decreased legal fees as compared to
legal fees incurred in the same period in 2000, much of which were related to
the S&B and flare litigation discussed in Note 6 "Contingencies" in the "Notes
to Consolidated Financial Statements" above.

       Plant Closing/Restructuring Costs

       The Company incurred a charge of $110.2 million during the three months
ended September 30, 2001 associated with Phase II of its product rationalization
and cost reduction program that began in April of this year. This phase of the
program consists of the closure of the Company's polypropylene Line 1 unit
(representing 30% of current total polypropylene production), the write-off of
its FPO unit that had been under evaluation for alternative product use and the
further reduction in maintenance and operating costs.

       The following paragraphs provide additional information relating to the
costs and other charges that were recorded in the third quarter of 2001.

       Management anticipates that this phase of the program will result in the
reduction of approximately 93 positions at the Odessa Facility. The workforce
reductions started in the fourth quarter of 2001 and

                                       16

<PAGE>

will be substantially completed by the end of the first quarter of 2002. The
Company recorded a workforce reduction charge of approximately $5.9 million
relating primarily to severance, fringe benefits and outplacement costs.

       In addition, the Company recorded a charge of $0.2 million relating to
the decommissioning of the polypropylene Line 1 production unit and $0.6 million
for non-cancelable railcar leases associated with the polypropylene business.

       Charges of $68.7 million and $33.8 million for the write-off of assets
related to the FPO and polypropylene Line 1 production units and goodwill,
respectively, were recorded. A provision for miscellaneous materials, chemicals
and supply inventories (inventories that became unusable upon closure of the
units) of $1.0 million was also recognized.

       The above charges were recorded against the following accounts: $68.7
million, property, plant and equipment, net; $33.8 million, intangible assets;
$1.0 million, inventories; and $6.7 million, accrued liabilities. A summary of
these costs is outlined as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                  Phase II        Non-Cash                        Restructuring Liabilities
                                                   Charge          Charges       Cash Payments      at September 30, 2001
                                               --------------- ---------------- ---------------- ---------------------------
<S>                                            <C>             <C>              <C>              <C>
Work force reduction                                 $  5,864    $          -            $  584                    $  5,280
Polypropylene production unit decommissioning             200               -                 -                         200
Non-cancelable lease costs                                600               -                 -                         600
Property and equipment                                 68,748          68,748                 -                           -
Goodwill                                               33,788          33,788                 -                           -
Provision for unusable supply inventory                 1,000           1,000                 -                           -

                                               --------------- --------------------------------- ---------------------------
Total restructuring costs                            $110,200    $    103,536            $  584                    $  6,080
</TABLE>


Remaining cash expenditures relating to workforce reductions and plant
decommissioning will be substantially completed by April 2002. Cash outlays
related to non-cancelable railcar leases will be completed by year-end 2002.

       Affiliate Interest

       The Company's affiliate interest for the three-month period ended
September 30, 2001 was $7.8 million as compared to $9.2 million for the same
period in 2000. The average amount outstanding was $66.4 million and $283.3
million for the affiliate capital lease and intercompany borrowing,
respectively, for the 2001 period. The average amount outstanding was $62.3
million and $253.9 million for the affiliate capital lease and intercompany
borrowing, respectively, for the 2000 period. The average interest rate was
9.67% and 9.17% for the affiliate capital lease and intercompany borrowing,
respectively, for this 2001 period. The average interest rate was 10.25% for
both the affiliate capital lease and intercompany borrowing for the 2000 period.

       Other Income (Expense)

       The Company's other income decreased $3.4 million to $29,000 for the
three months ended September 30, 2001 from $3.4 million in the same period in
2000. This change was primarily due to a $3.6 million refund received from the
U.S. Department of Energy in the 2000 period relating to the Subpart V crude oil
proceeding.

                                       17

<PAGE>

       Income Tax Benefit

       The Company's income tax benefit increased $36.2 million to $44.0 million
for the three months ended September 30, 2001 from $7.8 million in the same
period in 2000, due to losses resulting from the reasons stated above. The
actual income tax benefit rate is lower than the statutory rate due to the
non-deductibility of goodwill.

       Net Loss

       The Company's net loss increased $90.9 million to $105.5 million for the
three months ended September 30, 2001 from $14.6 million for the same period in
2000. The increased net loss is a result of the reasons stated above.

Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000

       Revenues

       The Company's revenues decreased $118.3 million to $380.6 million for the
nine months ended September 30, 2001 from $498.9 million for the same period in
2000, primarily due to decreases in sales prices and volumes. Polyethylene sales
revenue decreased $47.0 million to $184.2 million, due to a $0.067 per pound
decrease in the average sales price and a decrease in sales volume of 7.8%
resulting from continued weak demand caused by the fact that many converters are
running plants at significantly reduced levels. Styrene sales decreased $45.8
million to $37.0 million due to a decrease in sales volume of 59.3% resulting
from the closure of the styrene plant. Polypropylene sales decreased $16.0
million to $53.1 million due to a decrease in the average sales price of $0.061
and a decrease in sales volume of 12.2%. FPO sales decreased $8.8 million to
$49,000 as the final inventory was sold off.

       Gross Profit

       The Company's gross profit decreased $81.9 million to a loss of $63.6
million for the nine months ended September 30, 2001 from profit of $18.3
million for the same period in 2000. The decrease in gross profit was due to
higher raw material costs, which the Company was not able to completely pass on
to customers, as well as higher per-unit manufacturing costs; the latter
resulted from the lowering of production rates in an effort to keep inventory
levels in check due to poor demand as well as the other factors described above.

       Selling, General and Administrative

       The Company's selling, general and administrative expenses decreased $5.8
million to $19.6 million for the nine months ended September 30, 2001 from $25.4
million for the same period in 2000. The decrease in selling, general and
administrative expenses was mainly due to decreased legal fees as compared to
legal fees incurred in the same period in 2000, much of which were related to
the S&B and flare litigation discussed in Note 6 "Contingencies" in the "Notes
to Consolidated Financial Statements" above.

       Plant Closing/Restructuring Costs

       The Company incurred plant closing and restructuring costs of $140.0
million during the nine months ended September 30, 2001. These costs were
recorded in two phases.

                                       18

<PAGE>

       Phase I resulted in a charge of $29.8 million which was recorded during
the second quarter of this year. This was the result of the closure of the
Company's styrene production unit and the concurrent cost restructuring and
elimination initiatives that were announced on April 23, 2001. The program
included a workforce reduction at the Odessa Facility of 97 regular employees.
Approximately $5.2 million was accrued for termination benefits, all of which
had been paid as of September 30, 2001. Additionally, exit costs of $2.6 million
for the styrene unit decommissioning, $4.8 million in non-cancelable lease
charges, $8.9 million write-down of the styrene unit fixed assets and $7.6
million write-off of unusable material and supplies inventory were recorded in
connection with Phase I. Phase I was substantially completed by the end of the
third quarter of 2001. During the third quarter of 2001, the Company revised its
initial estimate based on actual costs incurred and current business
developments. The net effect of these revisions did not change the total charge
of Phase I.

       Phase II of the Company's restructuring and cost reduction program was
announced on July 31, 2001. A charge of $110.2 million was incurred during the
three months ended September 30, 2001. The charge resulted from the closure of
the polypropylene Line 1 unit (which represents 30% of current total
polypropylene production), write-off of the FPO unit which had been under
evaluation for alternative product use and continued cost reduction programs in
the maintenance, technical services and overhead areas. The details of this
program are described in the Plant Closing/Restructuring Cost paragraph of the
Three Months comparison above. When both initiatives are fully implemented, the
Company expects pretax savings in operating expenses will approximate $34
million on an annualized basis.

       The above charges were recorded against the following accounts: $77.7
million, property, plant and equipment, net; $33.8 million, intangible assets;
$5.1 million, inventories; and $23.5 million, accrued liabilities.

       A summary of the combined Phase I and II costs is outlined as follows
(dollars in thousands):

<TABLE>
<CAPTION>
                                                                                                   Restructuring
                                                 Phase I                                           Liabilities at
                                                 Phase II         Non-Cash            Cash          September 30,
                                                  Charge           Charges          Payments            2001
                                              -------------    ---------------   --------------   ----------------
<S>                                           <C>              <C>               <C>              <C>
Work force reduction                           $  11,038        $        --       $     5,744        $     5,294
Styrene unit decommissioning                       2,601                 --               953              1,648
Polypropylene Line 1 decommissioning                 200                 --                --                200
Non-cancelable lease costs                         5,348                 --               909              4,439
Property and equipment                            77,684             77,684                --                 --
Goodwill                                          33,788             33,788                --                 --
Provision for unusable supply inventory            8,565              5,067             2,598                900
Other charges                                        823                 --               823                 --

                                              -------------    ---------------   --------------   ----------------
Total restructuring costs                      $ 140,047        $   116,539       $    11,027        $    12,481
</TABLE>


Remaining cash expenditures relating to workforce reductions and plant
decommissioning will be substantially completed by April 2002. Cash outlays
related to non-cancelable railcar leases will be completed by year-end 2002.

       Affiliate Interest

       The Company's affiliate interest for the nine months ended September 30,
2001 was $20.9 million, as compared to $22.4 million for the same period in
2000. The average amount outstanding was $65.4 million and $263.2 million for
the affiliate capital lease and intercompany borrowing, respectively, for the

                                       19

<PAGE>

2001 period. The average amount outstanding was $61.3 million and $253.8 million
for the affiliate capital lease and intercompany borrowing, respectively, for
the 2000 period. The average interest rate was 8.75% and 9.25% for the affiliate
capital lease and intercompany borrowing, respectively, for the 2001 period. The
average interest rate was 9.94% for both the affiliate capital lease and
intercompany borrowing for the 2000 period.

       Other Income (Expense)

       The Company's other income decreased $5.9 million to expense of $0.1
million for the nine months ended September 30, 2001 from income of $5.8 million
during the same period in 1999. This change was primarily due to a $3.6 million
refund received from the U.S. Department of Energy in the 2000 period relating
to the Subpart V crude oil proceeding as well as the gain on the sale of certain
property and the receipt of other one-time items, which also occurred during the
2000 period.

       Income Tax Benefit

       The Company's income tax benefit increased $70.8 million to $85.4 million
for the nine months ended September 30, 2001 from $14.6 million in the same
period in 2000, due to losses resulting from the reasons stated above. The
actual income tax benefit rate is lower than the statutory rate due to the
non-deductibility of goodwill.

       Net Loss

       The Company's net loss increased $149.8 million to $174.8 million for the
nine months ended September 30, 2001 from $25.0 million for the same period in
2000. The increase is a result of the reasons stated above.

Liquidity and Capital Resources

       Cash

       Net cash used in operating activities for the nine months ended September
30, 2001 was $71.9 million, as compared to $2.5 million provided by operating
activities in the same period in 2000. This change was attributable to a larger
net loss which occurred during the 2001 period, partially offset by non-cash
charges related to the retirement of fixed assets and goodwill and a reduction
in cash used in working capital. The decrease in cash used in working capital
was primarily due to a $43.7 million increase in cash provided by receivables
and a $31.5 million decrease in cash used in inventories, partially offset by a
$48.9 million increase in cash used for accounts payable and other current
liabilities.

       Net cash used in investing activities for the nine months ended September
30, 2001 was $8.0 million, as compared to $12.4 million for the same period in
2000. This decrease was attributable to a decrease in the proceeds from the sale
of property and in capital expenditures.

       Net cash provided by financing activities for the nine months ended
September 30, 2001 was $79.9 million, as compared to $9.9 million for the same
period in 2000. The increase was primarily attributable to a net increase in the
level of intercompany borrowings and capital contributions from the Company's
parent during the 2001 period, as compared to the 2000 period.

                                       20

<PAGE>

     Capital Expenditures

     Capital expenditures for the nine months ended September 30, 2001 were $8.6
million, a decrease of $7.8 million as compared to the same period in 2000. The
Company expects to spend approximately $2.5 million during the balance of 2001
on capital projects.

     Potential Environmental Liabilities

     A number of potential environmental liabilities exist which relate to
certain contaminated property. In addition, the Company will need to address a
number of potential environmental costs relating 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 $6.4
million accrued in the September 30, 2001 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, soil and solid waste management units has been
conducted at the Odessa Facility. Risk assessments have been completed for a
number of these units and corrective measures have been defined and conducted.
If, however, additional liabilities with respect to environmental contamination
are identified, there can be 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 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 Facility which are regulated by the TNRCC. This
insurance satisfies requirements of the TNRCC governing operations at this
location.

     Long Term Debt

     As of September 30, 2001, the Company owed $286.2 million under the
intercompany loan agreement (the "Intercompany Loan Agreement") that it
maintains with Huntsman Group Holdings Finance Corporation, a wholly-owned
subsidiary of Huntsman Corporation. Availability of further advances under the
Intercompany Loan Agreement is highly dependent upon Huntsman Corporation's
continued access to the Credit Facilities as well as Huntsman Corporation's cash
flow from operations, capital expenditure requirements and debt service
obligations and is subject to the limitations imposed by the indenture (the
"Indenture") governing the Company's 11-3/4% Senior Notes (the "Senior Notes").

     As of September 30, 2001, Huntsman Corporation, the parent of Huntsman
Polymers Holdings Corporation ("HPHC"), (the Company's sole shareholder), had
borrowings of approximately $1.4 billion outstanding under its senior secured
credit facilities (the "Credit Facilities"). As collateral for its obligations
under the Credit Facilities, Huntsman Corporation has pledged its 100% equity
ownership interest in HPHC, and HPHC has pledged its 100% ownership interest in
the Company. In addition, HPHC and the Company are guarantors of Huntsman
Corporation's obligations under the Credit Facilities. The Company has granted
security interests and liens on substantially all of its assets to secure its
obligations under its guaranty (the "Guaranty"), subject to certain limitations
in effect until such time as all of the Senior Notes have been indefeasibly
repaid, redeemed or repurchased in full. The Guaranty provides

                                       21

<PAGE>

that the Company's maximum liability thereunder at any time shall not exceed the
amount permitted to exist at such time under the Indenture. At this time,
because of the restrictions on incurring indebtedness and making investments
contained in the Indenture, the Company does not have any liability pursuant to
the Guaranty.

     Huntsman Corporation is not in compliance with certain financial covenants
contained in the Credit Facilities and is seeking a three to six month agreement
from its lenders that would provide for waivers, amendments and forbearance with
respect to the Credit Facilities (the "Amendment Agreement"). Unless and until
an Amendment Agreement is obtained, or until the lenders' rights are stayed,
Huntsman Corporation's lenders could pursue certain remedies under the Credit
Facilities including accelerating the debt due under the Credit Facilities,
enforcing the guaranties of HPHC and the Company, foreclosing on the pledge of
the equity of HPHC and the Company, and foreclosing on the security interests
and liens on the assets securing the Company's obligations under the Guaranty to
the extent the Company has any liability under the Guaranty at the time of the
foreclosure and subject to the limitations on the security interests and liens
referred to above. There can be no assurance that an Amendment Agreement will be
obtained.

     Huntsman Corporation, Deutsche Banc Alex.Brown, Inc. and Bankers Trust
Company are currently negotiating a commitment letter pursuant to which a
wholly-owned subsidiary of Huntsman Corporation would be provided with a new
accounts receivable facility of not less than $80 million (the "New AR
Facility"). Proceeds from the New AR Facility would be used, among other things,
to provide liquidity to Huntsman Corporation and certain of its affiliates. The
commitment to provide the New AR Facility is subject to certain conditions,
including, but not limited to, the execution and delivery of an Amendment
Agreement and the completion of satisfactory final documentation relating to the
New AR Facility. Huntsman Corporation believes that it will obtain the New AR
Facility; however, there can be no assurance as to the amount or terms of the
New AR Facility or that the New AR Facility will be obtained.

     The Acceleration by Huntsman Corporation's lenders of the debt under the
Credit Facilities would cause an acceleration of the Company's obligations under
an intercompany loan agreement (the "Intercompany Loan Agreement") that the
Company maintains with the Huntsman Group Holdings Finance Corporation, a
wholly-owned subsidiary of Huntsman Corporation. As a result, as of June 30,
2001, the Company reclassified the intercompany borrowings portion of affiliate
debt as a current liability. The Company has granted security interests and
liens on substantially all of its assets to secure its obligations under the
Intercompany Loan Agreement, subject to certain limitations in effect until such
time as all of the Senior Notes have been indefeasibly repaid, redeemed or
repurchased in full. Acceleration of the debt under the Credit Facilities and of
the Company's obligations under the Intercompany Loan Agreement would constitute
an event of default under the Senior Notes, which could result in an
acceleration of the Company's obligations under the Senior Notes by the trustee
or the holders of at least 25% in principal amount of the then outstanding
Senior Notes.

     A foreclosure on the pledge of the equity of HPHC or the Company would
constitute a "change of control" under the Indenture. If a "change of control"
occurs, each holder of the Senior Notes would have the right to require the
Company to purchase all or any part of the Senior Notes held by such holder at
an offer price in cash equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest thereon to the date of purchase.

     At the present time, the Company's ability to satisfy its financial
obligations depends on a number of significant factors, including but not
limited to, the market price and sales volume of the Company's products, raw
materials costs and the availability of debt or equity financing. See "Outlook"
below. In the past, the Company has used the Intercompany Loan Agreement as its
primary source of financing. Although Huntsman Corporation is currently seeking
an Amendment Agreement from its lenders, it appears likely that the terms of the
Amendment Agreement will prohibit additional equity financing and will limit
additional debt financing by Huntsman Corporation to the Company. Nevertheless,
the Company believes that Huntsman Corporation will be permitted to provide
additional funding on a limited basis, to be specified in the Amendment
Agreement. The Amendment Agreement also likely will contain a condition that
would cause the Amendment Agreement to terminate if the Company makes interest
payments on the Senior Notes. These circumstances make it unlikely that the
Company will be able to make its interest payment under the Senior Notes on
December 1, 2001, which is the next interest payment date on the Senior Notes.
Failure to pay such interest within 30 days of the due date would constitute an
event of default under the Senior Notes which could result in an acceleration of
the obligations thereunder by the trustee or the holders of at least 25% in
aggregate principal amount of the then outstanding Senior Notes. The Company
cannot predict what actions, if any, the holders of the Senior Notes would take
following a default with respect to the Senior Notes.

                                       22

<PAGE>

     If the Company is unable to meet its cash requirements from borrowings
under the Intercompany Loan Agreement or otherwise, existing cash and cash
equivalent balances and cash flow from operations, the Company would have to
make choices among the various demands upon its liquidity, which could have a
material adverse effect on the Company's financial position and results of
operations. While the Company has paid and intends to continue to pay its trade
obligations in full in a timely manner, any contraction in the availability of
trade credit would increase the Company's cash requirements, could impact its
ability to obtain raw materials and could accelerate the Company's need to
pursue other alternatives.

     The foregoing uncertainties raise substantial doubt about the Company's
ability to continue its operations without some form of financial restructuring.
In early October 2001, Huntsman Corporation engaged Dresdner Kleinwort
Wasserstein, Inc. as its financial advisor and investment banker to assist
Huntsman Corporation and its domestic subsidiaries, including the Company, in
identifying and exploring strategic alternatives, including developing out of
court or court sanctioned financial restructuring plans.

     Certain affiliates of Huntsman Corporation, including Huntsman Specialty
Chemicals Holdings Corporation ("HSCHC"), Huntsman Specialty Chemicals
Corporation ("HSCC"), Huntsman International Holdings LLC ("HIH") and Huntsman
International LLC ("HI") have not guaranteed or provided any other credit
support to the obligations of Huntsman Corporation under the Credit Facilities
or under Huntsman Corporation's outstanding high-yield notes (the "HC Notes").
Neither events of default under the Credit Facilities or the HC Notes nor the
exercise of any remedy by the lenders thereunder will cause any cross-defaults
or cross-accelerations under the outstanding high-yield notes of HIH or HI or
the senior secured credit facilities of HI, except insofar as foreclosure on the
stock of HSCHC, pledged to secure the obligations of Huntsman Corporation under
the Credit Facilities, would constitute a "change in control" under the senior
secured credit facilities of HI and give certain put rights to the holders of
the high-yield notes of HIH and HI.

Changes in Financial Condition

<TABLE>
<CAPTION>
Selected Cash Flow Information (Dollars in
------------------------------
Thousands)                                          September 30, 2001          December 31, 2000            Difference
                                                    ------------------          -----------------            ----------
<S>                                                 <C>                         <C>                          <C>
Cash and cash equivalents                           $              --           $           --               $      --
Accounts and notes receivable, net                             10,066                   30,787                 (20,721)
Accounts and advances receivable - Affiliates                  30,584                   44,245                 (13,661)
Inventories                                                    58,786                   78,707                 (19,921)
Other current assets                                            2,366                    1,317                   1,049
Deferred income taxes                                          14,562                   10,261                   4,301
                                                    -----------------           --------------               ---------
    Total current assets                                      116,364                  165,317                 (48,953)

Accounts payable                                    $          50,444           $       94,274               $ (43,830)
Accounts payable - Affiliates                                   1,474                    2,030                    (556)
Accrued liabilities                                            31,572                   21,941                   9,631
Current portion of long-term debt - Affiliate                 353,080                       --                 353,080
                                                    -----------------           --------------               ---------
    Total current liabilities                                 436,570                  118,245                 318,325

Working capital                                     $        (320,206)          $       47,072               $(367,278)

Affiliate borrowings                                $              --           $      304,164               $(304,164)
Other - 11-3/4% Senior Notes due 2004                         174,882                  174,882                      --
                                                    -----------------           --------------               ---------
Total long-term debt                                $         174,882           $      479,046               $(304,164)
</TABLE>

     At September 30, 2001, the Company's net working capital position was a
negative $320.2 million, compared to a positive $47.1 million at December 31,
2000, resulting in a decrease of $367.3 million. The decrease is the result of
the following items: a decrease in accounts receivable of $34.4 million mainly
due to decreased trade receivables; a decrease in inventories of $19.9 million
due to lower production levels in 2001 and write-offs of inventory associated
with the plant closing and restructuring program; a decrease in accounts payable
of $43.8 million due to lower raw material and normal trade payables, as well as
the payment to S&B discussed in Note 6 "Contingencies" in the "Notes to

                                       23

<PAGE>

Consolidated Financial Statements" above; an increase of $9.6 million in accrued
liabilities resulting from the accrual for plant closure and reorganization
costs, partially offset by the payment of the year 2000 property taxes and lower
2001 property tax accruals; and the reclassification of affiliate borrowings of
$353.1 million to Current portion of long-term debt--Affiliate as discussed in
"Liquidity and Capital Resources" above.

     For the period from December 31, 2000 to September 30, 2001, total
long-term debt decreased by $304.2 million. This was the net result of cash used
in operations of $71.9 million and capital expenditures of $8.6 million, offset
by a capital contribution of $31.0 million and the reclassification of affiliate
borrowings of $353.1 million.

Outlook

     This "Outlook" section contains a number of forward-looking statements, all
of which are based on current expectations and are subject to the qualifications
and limitations set out in the "Cautionary Statement for Forward Looking
Information" below. The Company's actual results may differ materially.

     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 markets have experienced alternating
periods of tight supply, rising selling prices and increased profits followed by
periods of capacity additions, resulting in oversupply, lower selling prices
and lower profits. There is currently excess capacity in the market. In
addition, during the first half of 2001, raw materials and energy costs were
relatively high. The Company believes that weak economic conditions are
beginning to force a contraction in production capacity; it also believes that
during the third quarter of 2001 raw materials and energy costs stabilized. The
average cost of two of the Company's primary raw materials and energy sources,
natural gas and oil, was approximately $7 per MMBtu and $29 per barrel,
respectively, during the first quarter of 2001. By contrast, the average cost
of natural gas and oil was approximately $3 per MMBtu and $26 per barrel,
respectively, during the third quarter of 2001. In addition, the cost of natural
gas and oil as of November 14, 2001 was approximately $2.7 per MMBtu and $20 per
barrel, respectively. The Company believes that such lower raw material and
energy prices will benefit the Company's financial performance in future
reporting periods.

     In order to address currently depressed sale prices and economic
conditions in the markets in which the Company does business, the Company has
implemented a two phase program to reduce its operating costs. When both phases
of the program are fully implemented, the Company estimates that it will have
eliminated the equivalent of approximately 240 full time positions at the
Company. As a result of this program, including both the reduction in force and
other operating cost reduction efforts, the Company believes that the pretax
savings in operating costs will eventually be approximately $34 million on an
annualized basis. These cost reduction efforts are part of restructing programs
initiated by Huntsman Corporation and its subsidiaries to eliminate the
equivalent of approximately 825 full time positions at Huntsman Corporation and
its subsidiaries, and to implement other operating cost reduction efforts,
which Huntsman Corporation estimates will eventually result in an approximately
$125 million annual reduction in the controllable indirect and S G & A cash
costs, as compared in such costs in 2000.

     If a contraction in industry capacity occurs and if raw materials and
energy costs remain at lower and stable levels, many of the pressures that have
negatively impacted the Company's results of operations in the first three
quarters of 2001 may be lessened. Based on preliminary internal financial
reporting, the Company believes that positive trends are beginning to affect the
Company's results of operations. The Company believes that preliminary reports
from October show continued improvement in results, based largely, management
believes, on favorable economic trends including the stabilization of lower raw
material and energy prices and changes in the Company's operations.

New Accounting Standards

     On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133, as amended and
interpreted, establishes accounting and reporting standards for derivatives and
for hedging activities. It requires an entity to recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. The adoption of SFAS No. 133 did not have an
effect on the Company's financial position because the financial instruments and
other contracts held by and entered into by the Company either do not meet the
definition of a derivative or qualify for the normal purchases and sales
exemption.

     On July 20, 2001, the Financial Accounting Standards Board issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." The statements will change the accounting for business combinations and
goodwill in two significant ways. SFAS No. 141 requires that the purchase method
of accounting be used for all business combinations initiated after June 30,
2001. Use of the pooling-of-interests method will be prohibited. SFAS No. 142
changes the accounting for goodwill from an amortization method to an
impairment-only approach. Thus, amortization of goodwill, including goodwill
recorded in past business combinations, will cease upon adoption of that
statement, which for the Company will be January 1, 2002. Adoption of this
pronouncement will have no effect on the Company's financial statements.

     In August 2001, the Financial Accounting Standards Board issued SFAS No.
143, "Accounting for Asset Retirement Obligations." SFAS No. 143 addresses
financial accounting and reporting for obligations associated with the
retirement of tangible, long-lived assets and the associated asset retirement
costs. This Statement requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred by
capitalizing it as part of the carrying amount of the long-lived assets. As
required by SFAS No. 143, the Company will adopt this new accounting standard on
January 1, 2003. The Company is evaluating the effects of adopting this
pronouncement.

     In October 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This
Statement establishes a single accounting model for the impairment or disposal
of long-lived assets. As required by SFAS No. 144, the Company will adopt this
new accounting standard on January 1, 2002. The Company is evaluating the
effects of adopting this pronouncement.

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 the statements set out in "Outlook" above and all other
statements concerning the Company's plans, objectives, goals, strategies, future
events, future revenues or performance, capital

                                       24

<PAGE>


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," "should," or "anticipates," or the negative of such terms or
other comparable terminology, or by discussions of strategy. The Company may
also make additional forward-looking statements from time to time. All such
subsequent forward-looking statements, whether written or oral, by the Company
or on its 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 its current
expectations and various assumptions. The Company's expectations, beliefs and
projections are expressed in good faith and the Company believes there is a
reasonable basis for them, but there can be no assurance that the Company's
expectations, beliefs and projections will result or be achieved. All
forward-looking statements apply only as of the date made. Except as otherwise
required by law, the Company undertakes no obligation to publicly update or
revise forward-looking statements that may be made to reflect events or
circumstances after the date made or to reflect the occurrence of unanticipated
events.

     There are a number of risks and uncertainties that could cause the
Company's actual results to differ materially from the forward-looking
statements contained in or contemplated by this report. The following are among
the factors that could cause actual results to differ materially from the
forward-looking statements. There may be other factors, including those
discussed elsewhere in this report, that may cause the Company's actual results
to differ materially from the forward-looking statements. Any forward-looking
statements should be considered in light of these factors.

     .    Inability of Huntsman Corporation to continue to provide liquidity to
          the Company under the Intercompany Loan Agreement or otherwise

     .    Circumstances affecting the Company's ability to obtain funds from
          operations or from debt or equity sources necessary to finance the
          Company's working capital, capital expenditures and other investments

     .    The cyclical nature of the Company's business

     .    Changes in the availability and/or price of feedstocks

     .    Environmental and safety requirements, including permitting,
          enforcement activities and the possibility of related litigation

     .    Changes in product mix and utilization of production facilities

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

     .    Inability to obtain new customers or retain existing ones

     .    Significant changes in competitive factors affecting the Company

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

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

                                       25

<PAGE>


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

     .    Changes in economic conditions, including economic changes resulting
          from the effects of war or acts of terrorism

     .    Changes in management or control of the Company

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

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

     The Company has interest and market risk with respect to certain
intercompany debt, which bears interest at floating rates. The Company's
remaining long-term debt bears interest at fixed rates.

     The Company's exposure to foreign currency market risk is minimal because
sales prices for the Company's products are typically denominated in U.S.
dollars.

     The Company is exposed to commodity price market risk. The Company's
exposure to changing commodity prices may be limited by the fact that
substantially all raw materials are acquired at posted or market related prices,
and, generally, sales prices for the Company's finished products are at market
prices which reflect changes in underlying commodity prices. Nevertheless, the
Company may be negatively impacted in markets where economic conditions do not
permit it to pass on increased raw material costs to its customers. The Company
typically does not enter into fixed-price long-term contracts. The Company also
typically does not hedge against commodity price market risk.

     The following table summarizes the Company's fixed and variable rate debt
obligations by contractual maturity date as of September 30, 2001:

<TABLE>
<CAPTION>
Debt (Dollars in Thousands)                                 2002             2004         Thereafter         Total       Fair Value
---------------------------                                 ----             ----         ----------         -----       ----------
<S>                                                        <C>              <C>          <C>               <C>           <C>
Fixed Rate ......................................              --           174,882              --         174,882         48,967
     Average interest rate ......................              --             11.75%             --           11.75%
Variable Rate ...................................          66,910                --         286,170         353,080        353,080
     Average interest rate (Prime rate
plus 0.5% to 2.0%) ..............................            8.75%               --            9.25%           9.16%
</TABLE>
                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

     In March 1999, in connection with a construction contract dispute, an
arbitration proceeding was initiated by S&B Engineers and Constructors, Ltd.
("S&B") against the Company. S&B sought approximately $22.3 million in unpaid
invoices and bonuses under the contract and the Company sought in excess of $20
million in contract damages against S&B. In August 2000, the arbitration panel
awarded S&B damages in the amount of $19.2 million plus pre-judgment interest,
attorneys' fees and costs, reserving decision on the amount of fees and costs.
In February 2001, the arbitration panel issued its final award, granting S&B
fees and costs in the amount of $3.7 million in addition to the damages
previously awarded. The Company appealed the award in Texas state court, seeking
reversal or modification of the award on grounds that it was based in part on
erroneous conclusions of law. Following mediation and

                                       26

<PAGE>


further settlement discussions between the parties, the matter was settled on
August 30, 2001. Under the terms of the settlement agreement, the Company paid
S&B $10.0 million on September 14, 2001. The Company is also obligated to pay
S&B $6.1 million on December 30, 2001 and $6.0 million on March 31, 2002, for a
total settlement amount of $22.1 million.

     The Company is a party to various other 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

          N/A

     (b)  Reports Submitted on Form 8-K:

          There were no reports submitted on Form 8-K during the third quarter
of 2001.

                                       27

<PAGE>

                                    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



                                        /s/ J. Kimo Esplin
                                        ---------------------------------------
                                        J. KIMO ESPLIN
                                        Senior Vice President and
                                        Chief Financial Officer
                                        (Authorized Signatory and Principal
                                        Financial and Accounting Officer)



Date:  November 19, 2001

                                       28