SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


                             September 4, 1997
                     ---------------------------------
                     (Date of earliest event reported)


                       Huntsman Polymers Corporation
           ------------------------------------------------------
           (Exact name of Registrant as specified in its charter)


          Delaware                1-9988                 75-2104131
       --------------      ---------------------     -------------------
         (State of         (Commission File No.)       (IRS Employer
       Incorporation)                                Identification No.)


                  500 Huntsman Way, Salt Lake City, Utah  84108
        ------------------------------------------------------------
        (Address of principal executive offices, including zip code)


                             (801) 584-5700
            ----------------------------------------------------
            (Registrant's telephone number, including area code)


       -------------------------------------------------------------
       (Former name or former address, if changed since last report)



          ITEM 5.   OTHER EVENTS.

               In May 1990, Phillips Petroleum Company ("Phillips")
          filed a lawsuit (the "Action") against Rexene Corporation
          (which subsequently changed its name to Huntsman Polymers
          Corporation) (the "Company") in the United States
          District Court for the District of Delaware (the "Trial
          Court") seeking injunctive relief, an unspecified amount
          of compensatory damages, treble damages and attorneys'
          fees, costs and expenses.  

               The complaint alleged that the Company was
          infringing Phillips' U.S. Patent No. 4,376,851 (the "'851
          Patent") by virtue of its continued manufacture of
          crystalline polypropylene after Phillips purportedly
          terminated its license agreement (the "Original License
          Agreement") with the Company on April 23, 1990.  At trial
          in October 1994, the Company asserted several defenses
          and, in June 1995, the Trial Court ruled in favor of the
          Company and Phillips appealed.  In March 1996, the Court
          of Appeals for the Federal Circuit Court entered an order
          reversing the Trial Court's decision and remanding the
          Action to the Trial Court.  The Trial Court reviewed and
          ruled on the Company's other defenses and on September 4,
          1997, the Trial Court entered a judgment in favor of
          Phillips finding that the Company had infringed the '851
          Patent for the period from April 24, 1990 to September 4,
          1997.

               On September 19, 1997, the Company and Phillips
          entered into a settlement agreement (the "Settlement
          Agreement"), pursuant to which the Company paid a lump 
          sum of $10 million to Phillips on September 26, 1997, 
          and will pay up to $300,000 for each subsequent calendar
          quarter period.  Such quarterly payments begin with the
          quarter ending December 31, 1997, and must be paid
          through the partial quarter ending March 15, 2000, when
          the '851 Patent expires.  Pursuant to the Settlement
          Agreement, the Company and Phillips released and
          discharged each other from all claims, debts, demands,
          liabilities, losses, causes of action, damages, costs and
          expenses relating to the subject matter of the Action. 
          In the event the Company fails to make a timely payment
          to Phillips when such payment is due pursuant to the
          Settlement Agreement, the Company will be obligated to
          pay Phillips accrued interest on such payment.  

               Effective September 5, 1997, Phillips and the
          Company entered into a new crystalline polypropylene
          license agreement (the "New License Agreement"). Pursuant
          to the New License Agreement, Phillips granted to the
          Company  a nonexclusive, royalty-bearing license to
          manufacture, use and/or sell any product which is covered
          by the '851 Patent. The term of the New License Agreement
          is for the period from September 5, 1997, until the
          expiration of the '851 Patent on March 15, 2000, unless
          otherwise terminated under the provisions thereof. The
          royalty rate under the New License Agreement is
          substantially higher than the royalty rate under the
          Original License Agreement.  In the event the Company
          fails to make a timely payment to Phillips when such
          payment is due pursuant to the New License Agreement, the
          Company will be required to pay Phillips accrued interest
          on such payment.   

                    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
          hereunto duly authorized.

                                         Huntsman Polymers Corporation

          Date:  September 29, 1997      By: /s/ Martin F. Petersen
                                            -------------------------
                                            Name:  Martin F. Petersen
                                            Title:  Vice President
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                             September 4, 1997
                     ---------------------------------
                     (Date of earliest event reported)

                       Huntsman Polymers Corporation
           ------------------------------------------------------
           (Exact name of Registrant as specified in its charter)

          Delaware                1-9988                 75-2104131
       --------------      ---------------------     -------------------
         (State of         (Commission File No.)       (IRS Employer
       Incorporation)                                Identification No.)

                  500 Huntsman Way, Salt Lake City, Utah  84108
        ------------------------------------------------------------
        (Address of principal executive offices, including zip code)

                             (801) 584-5700
            ----------------------------------------------------
            (Registrant's telephone number, including area code)

       -------------------------------------------------------------
       (Former name or former address, if changed since last report)

          ITEM 5.   OTHER EVENTS.

               In May 1990, Phillips Petroleum Company ("Phillips")
          filed a lawsuit (the "Action") against Rexene Corporation
          (which subsequently changed its name to Huntsman Polymers
          Corporation) (the "Company") in the United States
          District Court for the District of Delaware (the "Trial
          Court") seeking injunctive relief, an unspecified amount
          of compensatory damages, treble damages and attorneys'
          fees, costs and expenses.  

               The complaint alleged that the Company was
          infringing Phillips' U.S. Patent No. 4,376,851 (the "'851
          Patent") by virtue of its continued manufacture of
          crystalline polypropylene after Phillips purportedly
          terminated its license agreement (the "Original License
          Agreement") with the Company on April 23, 1990.  At trial
          in October 1994, the Company asserted several defenses
          and, in June 1995, the Trial Court ruled in favor of the
          Company and Phillips appealed.  In March 1996, the Court
          of Appeals for the Federal Circuit Court entered an order
          reversing the Trial Court's decision and remanding the
          Action to the Trial Court.  The Trial Court reviewed and
          ruled on the Company's other defenses and on September 4,
          1997, the Trial Court entered a judgment in favor of
          Phillips finding that the Company had infringed the '851
          Patent for the period from April 24, 1990 to September 4,
          1997.

               On September 19, 1997, the Company and Phillips
          entered into a settlement agreement (the "Settlement
          Agreement"), pursuant to which the Company paid a lump 
          sum of $10 million to Phillips on September 26, 1997, 
          and will pay up to $300,000 for each subsequent calendar
          quarter period.  Such quarterly payments begin with the
          quarter ending December 31, 1997, and must be paid
          through the partial quarter ending March 15, 2000, when
          the '851 Patent expires.  Pursuant to the Settlement
          Agreement, the Company and Phillips released and
          discharged each other from all claims, debts, demands,
          liabilities, losses, causes of action, damages, costs and
          expenses relating to the subject matter of the Action. 
          In the event the Company fails to make a timely payment
          to Phillips when such payment is due pursuant to the
          Settlement Agreement, the Company will be obligated to
          pay Phillips accrued interest on such payment.  

               Effective September 5, 1997, Phillips and the
          Company entered into a new crystalline polypropylene
          license agreement (the "New License Agreement"). Pursuant
          to the New License Agreement, Phillips granted to the
          Company  a nonexclusive, royalty-bearing license to
          manufacture, use and/or sell any product which is covered
          by the '851 Patent. The term of the New License Agreement
          is for the period from September 5, 1997, until the
          expiration of the '851 Patent on March 15, 2000, unless
          otherwise terminated under the provisions thereof. The
          royalty rate under the New License Agreement is
          substantially higher than the royalty rate under the
          Original License Agreement.  In the event the Company
          fails to make a timely payment to Phillips when such
          payment is due pursuant to the New License Agreement, the
          Company will be required to pay Phillips accrued interest
          on such payment.   

                    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
          hereunto duly authorized.

                                         Huntsman Polymers Corporation

          Date:  September 29, 1997      By: /s/ Martin F. Petersen
                                            -------------------------
                                            Name:  Martin F. Petersen
                                            Title:  Vice President