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

                              August 26, 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)

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



          ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

                    On August 27, 1997, Huntsman Centennial
          Corporation ("Sub"), a Delaware corporation and a
          subsidiary of Huntsman Corporation, a Utah corporation
          ("Huntsman"), was merged (the "Merger") with and into
          Rexene Corporation ("Rexene"), and Rexene changed its
          name to Huntsman Polymers Corporation (the "Company").  

                    The Merger occurred pursuant to an Agreement
          and Plan of Merger among Huntsman, Sub and Rexene, dated
          June 9, 1997 (the "Merger Agreement").  The stockholders
          of Rexene approved the Merger Agreement at a Special
          Meeting held on August 26, 1997.  

                    In the Merger, all of the shares of common
          stock, $.01 par value, of Rexene (the "Common Stock")
          (other than dissenting shares and shares held by
          Huntsman, Sub or Rexene) were cancelled and converted
          into the right to receive $16.00 in cash, without
          interest, per share of Common Stock (the "Merger
          Consideration").  As a result of the Merger, Huntsman
          indirectly owns all of the Common Stock of the Company,
          and the Company thus became an indirect subsidiary of
          Huntsman. Following the Merger, the Company filed a Form
          15 with the Commission regarding the de-registration of
          the Common Stock.  The Company has also requested that
          the New York Stock Exchange (the "Exchange") remove the
          Common Stock from listing on the Exchange effective
          August 27, 1997.

                    The aggregate amount of the Merger
          Consideration is $301,613,836.00.  Sub will obtain such
          amount from Huntsman in the form of equity and debt
          investments by Huntsman in Sub.  Huntsman intends to
          borrow such amounts under its existing credit facilities.

                    Such credit facilities consist of (i) a $950
          million revolving loan facility pursuant to a $1.725
          billion Credit Agreement with a group of lenders for
          which Bankers Trust Company acts as Administrative Agent,
          dated as of January 29, 1996, as amended (the "Credit
          Agreement") and (ii) a $200 million term loan facility
          (the "Term B Loan") pursuant to a $450 million Term Loan
          Agreement with a group of lenders for which Bankers Trust
          Company acts as Agent, dated as of October 23, 1996, as
          amended (the "Term Loan Agreement").

                    The Credit Agreement and Term Loan Agreement
          loans bear interest at either the prime rate plus a
          margin or at a Eurodollar rate plus a margin.  The margin
          changes quarterly, based upon Huntsman's total debt to
          EBITDA ratio, within ranges of (1) 0% to 0.5% for Credit
          Agreement prime rate loans, (2) 0.5% to 1.75% for Credit
          Agreement Eurodollar rate loans, (3) 0.5% to 0.75% for
          Term B Loan prime rate loans, and (4) 1.75% to 2.25% for
          Term B Loan Eurodollar loans.  Loans under both the
          Credit Agreement and the Term Loan Agreement are secured
          by substantially all of the assets of Huntsman and its
          principal domestic subsidiaries and are guaranteed by
          such subsidiaries.  Subject to the limitations of the
          indenture entered into in connection with the Company's
          11 3/4% Senior Notes due 2004 and pursuant to certain
          contracts, both the Credit Agreement and Term Loan
          Agreement require that substantially all of the assets of
          the Company be pledged to secure Huntsman's obligations
          under such facilities following the Merger and that the
          Company guarantee such obligations.  

                    All of the shares of common stock in the
          Company have been pledged to the lenders under the Credit
          Agreement and the Term Loan Agreement in order to secure
          the obligations of Huntsman Corporation thereunder.   To
          the knowledge of the Company, there are no other
          arrangements, including any pledge by any person of
          securities of the Company, the operation of which may at
          a subsequent date result in a further change in control
          of the Company.

          ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

                    (a)  Previous independent accountants

                         (i)  On August 27, 1997, the Company
               dismissed Price Waterhouse LLP, which served as the
               Company's independent accountants prior to the
               Merger.

                         (ii)  The reports of Price Waterhouse LLP
               on the financial statements for the past two fiscal
               years of the Company contained no adverse opinion or
               disclaimer of opinion and were not qualified or
               modified as to uncertainty, audit scope or
               accounting principles.

                         (iii)  The Company's Board of Directors
               participated in and approved the decision to change
               independent accountants.

                         (iv)  In connection with its audits for
               the two most recent fiscal years and through August
               27, 1997, there were no disagreements with Price
               Waterhouse LLP on any matter of accounting
               principles or practices, financial statement
               disclosure, or auditing scope or procedure, which
               disagreements if not resolved to the satisfaction of
               Price Waterhouse LLP would have caused Price
               Waterhouse LLP to make reference thereto in their
               report on the financial statements for such years.

                         (v)  During the two most recent fiscal
               years and through August 27, 1997, no reportable
               event, as that term is defined in Item 304(a)(1)(v)
               of Regulation S-K, has occurred.

                         (vi)  The Company has requested that Price
               Waterhouse LLP furnish it with a letter addressed to
               the Commission stating whether or not it agrees with
               the above statements.  A copy of such letter, dated
               August 29, 1997, is filed as Exhibit 16 to this Form
               8-K.

                    (b)  New independent accountants

                    The Company engaged Deloitte & Touche LLP as
          its new independent accountants as of August 27, 1997. 
          Such engagement was approved by the Company's Board of
          Directors on August 27, 1997.  During the two most recent
          fiscal years and through August 27, 1997, the Company has
          not consulted with Deloitte & Touche LLP regarding
          either:

                         (i)  the application of accounting
               principles to a specified transaction, either
               completed or proposed; or the type of audit opinion
               that might be rendered on the Company's financial
               statements; or

                         (ii)  any matter that was either the
               subject of a disagreement, as that term is defined
               in Item 304(a)(1)(iv) of Regulation S-K and the
               related instructions to Item 304 of Regulation S-K,
               or a reportable event, as that term is defined in
               Item 304(a)(1)(v) of Regulation S-K.

          ITEM 7.   EXHIBITS

               (c)  Exhibits

          Exhibit No.              Description

          16                  Letter from Price Waterhouse LLP
                              regarding change in certifying
                              accountant


                    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
 
                                       /s/ Martin F. Petersen

          Date:  August 29, 1997       By:_____________________________
                                          Name:   Martin F. Petersen
                                          Title:  Vice President


                                EXHIBIT INDEX

          Exhibit No.              Description

          16                  Letter from Price Waterhouse LLP
                              regarding change in certifying
                              accountant
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 9938}]
{"company-data": {"conformed-name": "REXENE CORP", "cik": "0000829218", "assigned-sic": "2821", "irs-number": "752104131", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-55507", "film-number": "97673048"}, "business-address": {"street1": "5005 LBJ FRWY", "street2": "OXY TOWER, 5TH FLOOR", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9724509000"}, "mail-address": {"street1": "5005 LBJ FREEWAY", "street2": "OXY TOWER, 5TH FLOOR", "city": "DALLAS", "state": "TX", "zip": "75244"}, "former-company": {"former-conformed-name": "EL PASO HOLDINGS CORP", "date-changed": "19880225"}}
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

                              August 26, 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)

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

          ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

                    On August 27, 1997, Huntsman Centennial
          Corporation ("Sub"), a Delaware corporation and a
          subsidiary of Huntsman Corporation, a Utah corporation
          ("Huntsman"), was merged (the "Merger") with and into
          Rexene Corporation ("Rexene"), and Rexene changed its
          name to Huntsman Polymers Corporation (the "Company").  

                    The Merger occurred pursuant to an Agreement
          and Plan of Merger among Huntsman, Sub and Rexene, dated
          June 9, 1997 (the "Merger Agreement").  The stockholders
          of Rexene approved the Merger Agreement at a Special
          Meeting held on August 26, 1997.  

                    In the Merger, all of the shares of common
          stock, $.01 par value, of Rexene (the "Common Stock")
          (other than dissenting shares and shares held by
          Huntsman, Sub or Rexene) were cancelled and converted
          into the right to receive $16.00 in cash, without
          interest, per share of Common Stock (the "Merger
          Consideration").  As a result of the Merger, Huntsman
          indirectly owns all of the Common Stock of the Company,
          and the Company thus became an indirect subsidiary of
          Huntsman. Following the Merger, the Company filed a Form
          15 with the Commission regarding the de-registration of
          the Common Stock.  The Company has also requested that
          the New York Stock Exchange (the "Exchange") remove the
          Common Stock from listing on the Exchange effective
          August 27, 1997.

                    The aggregate amount of the Merger
          Consideration is $301,613,836.00.  Sub will obtain such
          amount from Huntsman in the form of equity and debt
          investments by Huntsman in Sub.  Huntsman intends to
          borrow such amounts under its existing credit facilities.

                    Such credit facilities consist of (i) a $950
          million revolving loan facility pursuant to a $1.725
          billion Credit Agreement with a group of lenders for
          which Bankers Trust Company acts as Administrative Agent,
          dated as of January 29, 1996, as amended (the "Credit
          Agreement") and (ii) a $200 million term loan facility
          (the "Term B Loan") pursuant to a $450 million Term Loan
          Agreement with a group of lenders for which Bankers Trust
          Company acts as Agent, dated as of October 23, 1996, as
          amended (the "Term Loan Agreement").

                    The Credit Agreement and Term Loan Agreement
          loans bear interest at either the prime rate plus a
          margin or at a Eurodollar rate plus a margin.  The margin
          changes quarterly, based upon Huntsman's total debt to
          EBITDA ratio, within ranges of (1) 0% to 0.5% for Credit
          Agreement prime rate loans, (2) 0.5% to 1.75% for Credit
          Agreement Eurodollar rate loans, (3) 0.5% to 0.75% for
          Term B Loan prime rate loans, and (4) 1.75% to 2.25% for
          Term B Loan Eurodollar loans.  Loans under both the
          Credit Agreement and the Term Loan Agreement are secured
          by substantially all of the assets of Huntsman and its
          principal domestic subsidiaries and are guaranteed by
          such subsidiaries.  Subject to the limitations of the
          indenture entered into in connection with the Company's
          11 3/4% Senior Notes due 2004 and pursuant to certain
          contracts, both the Credit Agreement and Term Loan
          Agreement require that substantially all of the assets of
          the Company be pledged to secure Huntsman's obligations
          under such facilities following the Merger and that the
          Company guarantee such obligations.  

                    All of the shares of common stock in the
          Company have been pledged to the lenders under the Credit
          Agreement and the Term Loan Agreement in order to secure
          the obligations of Huntsman Corporation thereunder.   To
          the knowledge of the Company, there are no other
          arrangements, including any pledge by any person of
          securities of the Company, the operation of which may at
          a subsequent date result in a further change in control
          of the Company.

          ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

                    (a)  Previous independent accountants

                         (i)  On August 27, 1997, the Company
               dismissed Price Waterhouse LLP, which served as the
               Company's independent accountants prior to the
               Merger.

                         (ii)  The reports of Price Waterhouse LLP
               on the financial statements for the past two fiscal
               years of the Company contained no adverse opinion or
               disclaimer of opinion and were not qualified or
               modified as to uncertainty, audit scope or
               accounting principles.

                         (iii)  The Company's Board of Directors
               participated in and approved the decision to change
               independent accountants.

                         (iv)  In connection with its audits for
               the two most recent fiscal years and through August
               27, 1997, there were no disagreements with Price
               Waterhouse LLP on any matter of accounting
               principles or practices, financial statement
               disclosure, or auditing scope or procedure, which
               disagreements if not resolved to the satisfaction of
               Price Waterhouse LLP would have caused Price
               Waterhouse LLP to make reference thereto in their
               report on the financial statements for such years.

                         (v)  During the two most recent fiscal
               years and through August 27, 1997, no reportable
               event, as that term is defined in Item 304(a)(1)(v)
               of Regulation S-K, has occurred.

                         (vi)  The Company has requested that Price
               Waterhouse LLP furnish it with a letter addressed to
               the Commission stating whether or not it agrees with
               the above statements.  A copy of such letter, dated
               August 29, 1997, is filed as Exhibit 16 to this Form
               8-K.

                    (b)  New independent accountants

                    The Company engaged Deloitte & Touche LLP as
          its new independent accountants as of August 27, 1997. 
          Such engagement was approved by the Company's Board of
          Directors on August 27, 1997.  During the two most recent
          fiscal years and through August 27, 1997, the Company has
          not consulted with Deloitte & Touche LLP regarding
          either:

                         (i)  the application of accounting
               principles to a specified transaction, either
               completed or proposed; or the type of audit opinion
               that might be rendered on the Company's financial
               statements; or

                         (ii)  any matter that was either the
               subject of a disagreement, as that term is defined
               in Item 304(a)(1)(iv) of Regulation S-K and the
               related instructions to Item 304 of Regulation S-K,
               or a reportable event, as that term is defined in
               Item 304(a)(1)(v) of Regulation S-K.

          ITEM 7.   EXHIBITS

               (c)  Exhibits

          Exhibit No.              Description

          16                  Letter from Price Waterhouse LLP
                              regarding change in certifying
                              accountant

                    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
 
                                       /s/ Martin F. Petersen

          Date:  August 29, 1997       By:_____________________________
                                          Name:   Martin F. Petersen
                                          Title:  Vice President

                                EXHIBIT INDEX

          Exhibit No.              Description

          16                  Letter from Price Waterhouse LLP
                              regarding change in certifying
                              accountant