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



                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

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

                                 FORM 10-Q

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


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                           EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
                                     OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                           EXCHANGE ACT OF 1934
    FOR THE TRANSITION PERIOD FROM __________________ TO __________________
                       COMMISSION FILE NUMBER 1-9988


                             HUNTSMAN POLYMERS
                                CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


                     DELAWARE                                  75-2104131
         (State or other jurisdiction of                    (I.R.S. employer
          incorporation or organization)                   identification no.)

                 500 HUNTSMAN WAY
               SALT LAKE CITY, UTAH                               84108
     (Address of principal executive offices)                  (Zip code)


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


         Indicate by a check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes |X| No o


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


         Indicate by check mark whether the Registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
Yes  [ ]  No [ ]


         At August 11, 2000, 1,000 Shares of Common Stock, par value $0.01
per Share, of Huntsman Polymers Corporation were outstanding.

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

               HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES


                     FORM 10-Q FOR THE QUARTERLY PERIOD
                            ENDED JUNE 30, 2000

                             TABLE OF CONTENTS


PART I.  FINANCIAL INFORMATION............................................  3
         Item 1.  Financial Statements....................................  3
            Consolidated Balance Sheets as of June 30, 2000
            (unaudited) and December 31, 1999.............................  3
            Consolidated Statements of Operations for the Six Months
            Ended June 30, 2000 and 1999 (unaudited)......................  4
            Consolidated Statements of Cash Flows for the Six Months
            Ended June 30, 2000 and 1999 (unaudited)......................  5
            Notes to Consolidated Financial Statements....................  6
         Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations........................... 10
         Item 3.  Quantitative and Qualitative Disclosures About
            Market Risk................................................... 15

PART II -- OTHER INFORMATION.............................................. 16
         Item 1.  Legal Proceedings....................................... 16
         Item 6.  Exhibits and Reports on Form 8-K........................ 16




PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

               HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                            (Unaudited)
                                                                           June 30, 2000          December 31, 1999
                                                                        --------------------     --------------------
                                                                                   (thousands of dollars)
<S>                                                                   <C>                       <C>
ASSETS

Current assets:
    Cash and cash equivalents                                            $          -              $           -
    Accounts and notes receivable, net                                         25,159                     29,171
    Accounts and advances receivable - affiliates                              42,953                     40,810
    Inventories                                                                84,907                     73,891
    Other current assets                                                          446                      2,296
                                                                         ------------              -------------
         Total current assets                                                 153,465                    146,168
Properties, plant and equipment, net                                          919,652                    947,757
Intangible assets, net                                                         46,026                     46,112
Other noncurrent assets                                                        36,293                     36,394
                                                                         ------------              -------------
         Total assets                                                    $  1,155,436              $   1,176,431
                                                                         ============              =============

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
    Accounts payable                                                     $     66,271              $      65,219
    Accounts payable - affiliates                                               1,294                      1,260
    Accrued liabilities                                                        12,595                     18,925
    Accrued interest                                                            1,723                      1,723
    Current portion of long term debt - affiliates                                  -                     26,610
                                                                         ------------              -------------
        Total current liabilities                                              81,883                    113,737
Long-term debt:
    Affiliates                                                                312,413                    283,485
    Other                                                                     174,882                    174,882
Deferred income taxes                                                          94,200                    100,684
Other noncurrent liabilities                                                   33,882                     35,113
                                                                         ------------              -------------
          Total liabilities                                                   697,260                    707,901
                                                                         ------------              -------------

Stockholder's equity:
     Common Stock, $0.01 par value, 1 million shares authorized;
         1,000 shares issued and outstanding                                        -                          -
     Additional paid-in capital                                               528,500                    528,500
     Accumulated deficit                                                      (70,324)                   (59,970)
                                                                          ------------              -------------
        Total stockholder's equity                                            458,176                    468,530
                                                                          ------------              -------------

         Total liabilities and stockholder's equity                      $  1,155,436              $   1,176,431
                                                                          ============             =============
</TABLE>


        See accompanying notes to consolidated financial statements





               HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                          THREE MONTHS        THREE MONTHS
                                             ENDED                ENDED          SIX MONTHS ENDED        SIX MONTHS ENDED
                                         JUNE 30, 2000        JUNE 30, 1999       JUNE 30, 2000           JUNE 30, 1999
                                      ------------------------------------------------------------- -------------------------
                                                                       (thousands of dollars)
<S>                                <C>                 <C>                     <C>                      <C>
Revenues:
      Trade sales and services        $     47,409          $    32,828          $     98,154              $     55,285
      Affiliate sales                      115,933               79,266               232,478                   150,515
                                      ------------       --------------          ------------              ------------
Total revenues                             163,342              112,094               330,632                   205,800
Cost of goods sold                         151,290              109,393               310,790                   208,775
                                      ------------       --------------          ------------              ------------
Gross profit                                12,052                2,701                19,842                   (2,975)
Selling, general and administrative          6,373                5,072                13,307                    10,986
                                      ------------       --------------          ------------              ------------
Operating income (loss)                      5,679              (2,371)                 6,535                  (13,961)
Interest expense, net:
      Affiliate interest                   (6,755)              (4,760)              (13,195)                   (7,919)
      Other interest                       (5,199)              (5,182)              (10,469)                  (10,442)
Other income (expense)                          9                 (467)                  (57)                       695
                                      ------------       --------------          ------------              ------------
Net loss before income taxes               (6,266)             (12,780)              (17,186)                   (31,627)
Income tax benefit                         (2,683)             ( 4,723)               (6,832)                   (12,003)
                                      ------------       --------------          ------------              ------------
Net loss                              $    (3,583)       $     ( 8,057)          $   (10,354)              $    (19,624)
                                      ============       ==============          ============              =============
</TABLE>



        See accompanying notes to consolidated financial statements



<TABLE>
<CAPTION>

               HUNTSMAN POLYMERS CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                                        SIX MONTHS           SIX MONTHS
                                                                           ENDED                ENDED
                                                                       JUNE 30, 2000        JUNE 30, 1999
                                                                    -------------------  ------------------
                                                                             (thousands of dollars)
                                                                    -------------------  ------------------
OPERATING ACTIVITIES
<S>                                                                     <C>                   <C>
Net loss                                                                $       (10,354)      $     (19,624)
Reconciliation to net cash used in operations:
      Depreciation and amortization                                              36,486              27,368
      Deferred income taxes                                                      (6,832)            (12,003)
      Amortization of debt issuance costs                                           434                 435
      Gain on Sale of Property                                                   (1,820)                  -
      Changes in operating working capital:
           Receivables                                                            1,869             (12,188)
           Inventories                                                          (11,016)            (13,645)
           Other current assets                                                   1,850               2,193
           Accounts payable                                                       1,086              13,635
           Other current liabilities                                             (5,987)             (1,221)
      Deferred charges and other noncurrent assets                               (1,620)             (4,642)
      Deferred credits and other noncurrent liabilities                          (1,226)             (1,490)
                                                                    -------------------  ------------------
           Net cash provided by (used in) operations                              2,870             (21,182)


INVESTING ACTIVITIES

Proceeds of sale of property                                                      4,000                   -
Capital expenditures of continuing operations                                    (9,188)            (50,384)
                                                                    -------------------  ------------------
      Net cash used in investing activities                                      (5,188)            (50,384)

FINANCING ACTIVITIES
Intercompany (repayment to) borrowing from parent                                 2,318            (33,434)
Proceeds of capital contribution by parent                                            -             105,000
                                                                    -------------------  ------------------
      Net cash (used in) provided by financing activities                         2,318              71,566
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                                                  $        10,274      $      10,274
Cash paid (refunded) for income taxes                                   $          (430)     $         920


                       See accompanying notes to consolidated financial statements
</TABLE>




               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 styrene.

Use of Estimates

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

Principles of Consolidation

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

Cash and Cash Equivalents

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

Inventories

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

Property, Plant and Equipment

           Property, plant and equipment is stated at cost. Depreciation is
provided utilizing the straight line method over the estimated useful lives
of the assets, ranging from 3 to 20 years. Periodic maintenance and 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
resulting gain or loss is included in income.

Intangible Assets

           Debt issuance costs are amortized over the term of the related
debt, ranging from five to ten years. Goodwill is amortized over a period
of 20 years. Other intangible assets are stated at their fair market values
at the time the Company, formerly known as Rexene Corporation, was acquired
by Huntsman Corporation and are amortized using the straight-line method
over their estimated useful lives of five to fifteen years or over the life
of the related agreement and are included in "Intangible assets, net."

Income Taxes

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

Environmental Expenditures

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

Reclassifications

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

New Accounting Standards

           In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities." This statement, as
amended by SFAS No. 138 issued in June 2000, 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. In June 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133," which delays the effective date for
implementation of SFAS No. 133 for one year, making it effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. The Company
is currently in the process of evaluating the impact of this statement on
its financial statements.

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):

<TABLE>
<CAPTION>

                                              June 30, 2000               December 31, 1999
                                          ---------------------        ------------------------

<S>                                       <C>                          <C>
Raw materials                             $              18,512        $                 12,022
Work in progress                                          8,401                          10,548
Finished goods                                           57,994                          51,321
                                          ---------------------        ------------------------
Total inventories                         $              84,907        $                 73,891
                                          =====================        ========================
</TABLE>


3.    PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>

                                              June 30, 2000               December 31, 1999
                                          ---------------------        ------------------------

<S>                                       <C>                          <C>
Property, plant and equipment             $           1,061,350        $              1,055,056
Less accumulated depreciation                          (141,698)                       (107,299)
                                          ---------------------        ------------------------
Total property, plant and equipment       $             919,652        $                947,757
                                          =====================        ========================
</TABLE>

4.    LONG-TERM DEBT

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

<TABLE>
<CAPTION>

                                                            June 30, 2000               December 31, 1999
                                                        ----------------------       ------------------------

Affiliates:
<S>                                                     <C>                          <C>
       Intercompany borrowings                          $              250,628       $                250,360
       Capital lease - Affiliate                                        61,785                         59,735
                                                        ----------------------       ------------------------
             Total affiliate debt                                      312,413                        310,095
       Less: Current portion of capital lease - Affiliate                    -                         26,610
                                                        ----------------------       ------------------------
       Total long-term debt - Affiliate                                312,413                        283,485
Other - 11 3/4% Senior Notes due 2004                                  174,882                        174,882
                                                        ----------------------       ------------------------
        Total long-term portion                          $             487,295       $                458,367
                                                        ======================       ========================
</TABLE>


      During the first quarter of 2000, the Company amended the terms of
the Capital Lease Agreement with Huntsman Group Holdings Finance Company
("HGHFC"). As a result of the amendment, the Company is obligated to repay
the entire amount of the lease on September 30, 2002, the maturity date of
the Capital Lease Agreement. All other terms of the Capital Lease Agreement
remain unchanged.


5.      INTANGIBLE ASSETS

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

<TABLE>
<CAPTION>

                                                     June 30, 2000             December 31, 1999
                                                -----------------------    -------------------------

<S>                                             <C>                        <C>
Debt issuance costs                             $                7,173     $                  7,173
Less accumulated amortization                                   (3,992)                      (3,558)
                                                -----------------------    -------------------------
    Total debt issuance costs                   $                3,181     $                  3,615
                                                -----------------------    -------------------------

Goodwill                                        $               42,406     $                 42,406
Less accumulated amortization                                   (5,980)    $                 (4,924)
                                                -----------------------    -------------------------
    Total goodwill                              $               36,426     $                 37,482
                                                -----------------------    -------------------------

Other intangible assets                         $                7,117     $                  5,396
Less accumulated amortization                                     (698)                        (381)
                                                -----------------------    -------------------------
   Total other intangible assets                $                6,419     $                  5,015
                                                -----------------------    -------------------------
Total intangible assets                         $               46,026     $                 46,112
                                                =======================    =========================
</TABLE>


6.    CONTINGENCIES

Environmental Regulation

      The Company and the industry in which it competes are subject to
extensive environmental laws and regulations concerning, for example,
emissions to the air, discharges to surface and subsurface waters and the
generation, handling, storage, transportation, treatment and disposal of
waste and other materials. The Company believes that, in light of its
historical expenditures and expected future results of operations, it will
have adequate resources to conduct its operations in compliance with
currently applicable environmental and health and safety laws and
regulations. However, in order to comply with changing facility permitting
and regulatory requirements, the Company may be required to make additional
significant site or operational modifications that are not currently
contemplated. Further, the Company has incurred, and may in the future
incur, liability to investigate and clean up waste or contamination at its
current or former facilities, or which it may have disposed of at
facilities operated by third parties.

      On the basis of reasonable investigation and analysis, management
believes that the approximately $6.5 million accrued in the June 30, 2000
balance sheet is adequate for the total potential environmental liability
of the Company with respect to contaminated sites. Extensive environmental
investigation of the groundwater, soils 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. As of June 30, 2000, the Texas Natural Resource
Conservation Commission ("TNRCC") has approved closure for 30 of the
plant's solid waste management units.

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 or 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 Commission,
Odessa residents attending the hearing opposed its entry. The Commission
remanded the matter back to the Commission staff for further consideration.
The Company will meet with the TNRCC staff to determine whether a
settlement can be reached.

      As a result of the start-up flaring during late December 1998 and
January 1999, complaining citizens have hired counsel to consider bringing
legal action to recover damages alleged to have been caused by that
flaring. One such action has been filed, and two other actions have been
threatened. Company lawyers believe that the Company has strong defenses to
these suits, but because the number of plaintiffs could be as high as 5,000
to 6,000, substantial damages might be sought.

Other Matters

      The Company has received information from the United States
Environmental Protection Agency ("EPA") that an enforcement action is
likely to be brought under the Federal Clean Air Act for alleged violations
discovered by the EPA during an inspection of the Odessa facility in April
1997, during the time when the facility was owned and operated by Rexene
Corporation. Although the Company cannot estimate with reasonable certainty
the level of civil penalties the government may seek, the Company believes
that the ultimate outcome is not likely to have a material effect on the
Company's financial position.

      The Company continually reviews its estimates of potential
environmental liabilities. However, no assurance can be given that all
potential liabilities arising out of the Company's present or past
operations have been identified or fully assessed or that the amounts that
might be required to remediate such conditions will not be significant to
the Company.

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

GENERAL

           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
generally are sold at a premium over prices for commodity grades. The
Company's results for the period ended June 30, 1999 were significantly
impacted by the protracted start-up of its newly expanded and modernized
facilities. Management believes that with the start-up complete, the
Company's results are more representative of market factors as opposed to
operational factors.

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


RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30,
1999

Revenues

           The Company's revenue increased $51.2 million to $163.3 million
for the three months ended June 30, 2000 from $112.1 million for the same
period in 1999. The major factors contributing to the increase in revenue
were higher sales volumes in the polyethylene and styrene product lines as
well as higher average sales prices in all of the Company's product lines.
The higher sales volumes were mainly associated with the completion and
start up of the LLDPE unit which occurred during the 1999 period, while
higher average sales prices were a result of strong demand and higher raw
material costs. Polyethylene sales revenue increased $29.2 million to $79.1
million due to higher sales volume associated with the new LLDPE facility.
Average polyethylene selling prices increased 21.9% as a result of higher
raw material feedstock prices and improved customer product mix. Styrene
revenue increased $11.1 million to $28.1 million due to higher sales volume
resulting from improved production and a 46.9% increase in the average
sales price resulting from higher raw material costs and strong demand.
Olefins revenue increased $8.1 million to $23.9 million due to an 80.9%
increase in average sales prices, improved market conditions and higher
feedstock prices. Polypropylene revenue increased $4.0 million to $22.7
million due mainly to a 22.5% improvement in the average sales prices.

Gross Profit

           The Company's gross profit increased $9.4 million to $12.1
million for the three months ended June 30, 2000 from $2.7 million for the
same period in 1999. The increase in gross profit is due mainly to improved
operations resulting from the modernization and expansion projects as well
as higher sales prices and sales volumes described above. Polyethylene
gross profit increased $8.5 million to $11.2 million due to improved volume
from the new LLDPE facility as well as favorable product pricing. Olefins
gross profit increased $2.8 million to $1.1 million due mainly to improved
operations and higher prices. APAO gross profit decreased $1.2 million to
$0.2 million as a result of higher raw material costs.

Selling, General and Administrative

           The Company's selling, general and administrative expenses
increased $1.3 million to $6.4 million for the three months ended June 30,
2000 from $5.1 million for the same period in 1999. This increase is
primarily due to higher overhead allocations from an affiliate of the
Company, reflecting increased information technology, safety, environmental
and international support services.

Affiliate Interest

           The Company's affiliate interest increased $2.0 million to $6.8
million for the three months ended June 30, 2000 from $4.8 million for the
same period in 1999, primarily due to a decrease in capitalized interest
related to lower levels of construction-in-progress during the 2000 period.

Other Income (Expense)

           The Company's other income (expense) increased by $0.5 million
to income of $9,000 for the three months ended June 30, 2000 as compared to
expense of $0.5 million for the same period in 1999. This change was
primarily due to a gain on the sale of certain property which occurred
during the 2000 period, partially offset by higher legal costs relating to
plant construction disputes.

Net Loss

           The Company's net loss decreased $4.5 million to a loss of $3.6
million for the three months ended June 30, 2000 from a loss of $8.1
million for the same period in 1999. The decrease is a result of the
reasons stated above.


SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

Revenues

           The Company's revenue increased $124.8 million to $330.6 million
for the six months ended June 30, 2000 from $205.8 million for the same
period in 1999. The major factor contributing to the increase in revenue
was higher sales volumes in all product lines except APAO. Polyethylene
sales revenue increased $64.5 million to $157.0 million for the first six
months of 2000, primarily due to higher volume associated with the new
LLDPE facility and a 12.5% improvement in average sales prices. Olefin
sales revenue increased $27.9 million to $52.9 million due to an 88.6%
increase in average sales prices which were the result of improved market
conditions and higher feedstock prices. Styrene revenue increased $26.1
million to $56.4 million as average sales prices increased by 50.0% due to
higher raw material costs and strong demand. Polypropylene sales revenue
increased $8.7 million to $46.0 million due to improved sales volumes and a
17.2% increase in average sales prices.

Gross Profit

           The Company's gross profit increased $22.8 million to $19.8
million for the six months ended June 30, 2000 compared to a loss of $3.0
million for the same period in 1999. Polyethylene gross profit increased
$13.9 million to $18.6 million due to improved sales volumes and higher
sales prices. Olefin gross profit improved $10.8 million to $1.4 million
mainly due to improved operations and higher prices. Polypropylene gross
profit decreased $2.1 million to $2.6 million, and styrene gross profit
decreased $0.4 million to a loss of $3.3 million, as higher sales prices
were more than offset by higher raw material costs.

Selling, General and Administrative

           The Company's selling, general and administrative expenses
increased $2.3 million to $13.3 million for the six months ended June 30,
2000 from $11.0 million for the same period in 1999. This increase is
primarily due to higher overhead allocations from an affiliate of the
Company, reflecting increased information technology, safety, environmental
and international support services.

 Affiliate Interest

           The Company's affiliate interest increased $5.3 million to $13.2
million for the six months ended June 30, 2000 from $7.9 million for the
same period in 1999, primarily due to a decrease in capitalized interest
related to lower levels of construction-in-progress during the 2000 period.

Other Income (Expense)

           The Company's other income (expense) decreased by $0.8 million
to expense of $57,000 for the six months ended June 30, 2000 from income of
$0.7 million for the same period in 1999. This change was primarily due to
higher legal costs relating to plant construction disputes, partially
offset by the sale of certain property which occurred during the 2000
period.

Net Loss

           The Company's net loss decreased $9.2 million to a loss of $10.4
million for the six months ended June 30, 2000 from a loss of $19.6 million
for the same period in 1999. The decrease is a result of the reasons stated
above.

LIQUIDITY AND CAPITAL RESOURCES

           Net cash provided by operating activities for the six months
ended June 30, 2000 was $2.9 million, as compared to net cash used in
operating activities of $21.2 million in the same period in 1999. This
increase is attributable to a smaller net loss and higher depreciation and
amortization expense during the 2000 period.

           Net cash used in investing activities for the six months ended
June 30, 2000 was $5.2 million, as compared to $50.4 million for the same
period in 1999. This decrease is attributable to a decrease in capital
expenditures in the 2000 period as well as the proceeds from the sale of
property which occurred in the 2000 period.

           Net cash provided by financing activities for the six months
ended June 30, 2000 was $2.3 million, as compared to $71.6 million for the
same period in 1999. This decrease was primarily attributable to $105.0
million in capital contributions received from the Company's parent
partially offset by a $33.4 million reduction in intercompany borrowings in
the 1999 period compared to a $2.3 million increase in intercompany
borrowing in the same period in 2000.

           The Company maintains an intercompany loan agreement (the
"Intercompany Loan Agreement") with Huntsman Group Holdings Finance
Corporation, a wholly-owned subsidiary of Huntsman Corporation. As of June
30, 2000, the Company owed $250.6 million under the Intercompany Loan
Agreement. Subject to certain terms and conditions, the Company may borrow
additional amounts under the Intercompany Loan Agreement. The Company has
guaranteed on a secured basis, subject to the limitations imposed by the
indenture (the "Indenture") governing the Company's 11 3/4% Senior Notes
(the "Senior Notes"), Huntsman Corporation's senior secured borrowings on a
pari passu basis with substantially all of Huntsman Corporation's domestic
subsidiaries.

           Capital expenditures for the six months ended June 30, 2000 were
$9.2 million. The $41.2 million decrease in capital expenditures for the
six months ended June 30, 2000 compared to the same period in 1999 was due
primarily to a reduction in spending in connection with the Company's
modernization and expansion program, which was substantially completed in
the second quarter of 1999. The Company expects to spend approximately
$10.0 million during the balance of 2000 on capital projects.

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

           A number of potential environmental liabilities exist which
relate to certain contaminated property. In addition, a number of potential
environmental costs relate to pending or proposed environmental
regulations. No assurance can be given that all of the potential
liabilities arising out of the Company's present or past operations have
been identified or that the amounts that might be required to investigate
and remediate such sites or comply with pending or proposed environmental
regulations can be accurately estimated. The Company has approximately $6.5
million accrued in the June 30, 2000 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 is no assurance that
additional amounts that might be required to investigate and remediate such
potential sites would not have a material adverse effect on the financial
position, results of operations or cash flows of the Company. In addition,
future regulatory developments could restrict or possibly prohibit existing
methods of environmental compliance. At this time, the Company is unable to
determine the potential consequences such possible future regulatory
developments would have on its financial condition. Management continually
reviews its estimates of potential environmental liabilities. The Company
carries Pollution Legal Liability insurance to address many of the
potential environmental liabilities, subject to its terms, limits,
exclusions and deductibles, on both a sudden and accidental basis and on a
gradual basis for occurrences commencing after July 1, 1997 on its
operations. The Company also carries Pollution Legal Liability and Closure
and Post Closure insurance on certain facilities at the Odessa
manufacturing location which are regulated by the TNRCC. This insurance
satisfies requirements of the TNRCC governing operations at this location.

CAUTIONARY STATEMENT FOR FORWARD LOOKING INFORMATION

      Certain information set forth in this report contains
"forward-looking statements" within the meaning of federal securities laws.
Forward-looking statements include statements concerning the Company's
plans, objectives, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions
relating to acquisitions and other information that is not historical
information. In some cases, forward-looking statements can be identified by
terminology such as "believes," "expects," "may," "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
their 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. 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 to differ materially from the forward- looking statements. Any
forward-looking statements should be considered in light of these factors.

         1.    The cyclical nature of the Company's business

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

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

         4.    Changes in product mix and utilization of production facilities

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

         6.    Inability to obtain new customers or retain existing ones

         7.    Significant changes in competitive factors affecting the Company

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

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

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

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

         12.   Changes in economic conditions

         13.   Changes in management or control of the Company

         14.   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 $175
million of its 11 3/4% Senior Notes due 2004. The market value of this debt
was $178 million and $187 million on June 30, 2000 and 1999, respectively.
The senior notes are redeemable at prices up to 105.875% of par value
through 2004. All other debt accrues interest at floating rates.

         The Company's exposure to foreign currency market risk is minimal
since sales prices are typically denominated in U.S. dollars. The Company's
exposure to changing commodity prices is also minimal since substantially
all raw material is acquired at posted or market related prices, and sales
prices for finished products are generally at market related prices.



PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)        Exhibits
                    Number            Exhibits

                    27               Financial Data Schedule


         (b)        Reports Submitted on Form 8-K:

      There were no reports submitted on Form 8-K during the second quarter
of 2000.



                                 SIGNATURE

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

                                             HUNTSMAN POLYMERS CORPORATION
                                             Registrant


 Date: August 11, 2000              By:   /s/ J. Kimo Esplin
                                        ------------------------------------
                                             J. Kimo Esplin
                                             Senior Vice President and
                                             Chief Financial Officer