<PAGE>

    As filed with the Securities and Exchange Commission on June 23, 1995
                                             Registration Statement No. 33-
_______________________________________________________________________________

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                            ---------------------


                                 FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                          THE SECURITIES ACT OF 1933
                            ---------------------

                              REXENE CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    75-2104131
  (State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)

       5005 LBJ FREEWAY
  OCCIDENTAL TOWER, SUITE 500                               75244
         DALLAS, TEXAS                                    (Zip Code)
(Address of Principal Executive Offices)


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

       REXENE CORPORATION 1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                          (FULL TITLE OF THE PLAN)

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


       BERNARD J. MCNAMEE                             Copy to:
   VICE PRESIDENT, SECRETARY                      PETER A. LODWICK
      AND GENERAL COUNSEL                         THOMPSON & KNIGHT,
      REXENE CORPORATION                      A PROFESSIONAL CORPORATION
       5005 LBJ FREEWAY                          1700 PACIFIC AVENUE
  OCCIDENTAL TOWER, SUITE 500                         SUITE 3300
     DALLAS, TEXAS 75244                          DALLAS, TEXAS 75201
(Name and address of agent for service)              (214) 969-1700


        (214) 450-9000
 (Telephone number, including
area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

     TITLE OF                         PROPOSED       PROPOSED MAXIMUM      AMOUNT
    SECURITIES        AMOUNT           MAXIMUM           AGGREGATE           OF
      TO BE           TO BE         OFFERING PRICE        OFFERING       REGISTRATION
    REGISTERED     REGISTERED(1)     PER SHARE(2)           PRICE            FEE
- --------------------------------------------------------------------------------------
<S>                <C>               <C>               <C>                <C>

  Common Stock,
  par value $.01
   per share         60,000 shares      $11.625            $697,500           $241

<FN>

(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable
    upon any stock split, stock dividend or similar transaction with respect
    to these shares are also being registered hereunder.

(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933
    on the basis of the average of the high and low sales prices of the Common
    Shares on the New York Stock Exchange on June 16, 1995.

</TABLE>

_______________________________________________________________________________

<PAGE>
                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   PLAN INFORMATION.*

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

_____________

*    Information required by Part I to be contained in the  Section
     10(a)  prospectus is omitted from this Registration  Statement
     in  accordance with Rule 428 under the Securities Act of  1933
     and the Note to Part I of Form S-8.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:

       (1)  The Registrant's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1994;

       (2)  All other reports filed by the Registrant pursuant
            to Section 13(a) or 15(d) of the Securities Exchange Act
            of 1934 since December 31, 1994; and

       (3)  The description of the Common Stock of the Registrant contained
            in the Registration Statement filed under Section 12 of the
            Securities Exchange Act of 1934 (Registration  No. 1-9988), as
            filed with the Securities and Exchange Commission on August 14,
            1992, including any amendment or report filed for the purpose
            of updating such description.

    All  documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

STATUTORY PROVISIONS

    Section 102(b)(7) of the Delaware General Corporation Law enables a
corporation to include in its certification of incorporation a provision
eliminating or limiting the personal liability of members of its board of
directors to the corporation or its stockholders for monetary


<PAGE>

damages for violations of a director's fiduciary duty as a director.  Such a
provision does not have any effect on the availability of equitable remedies,
such as an injunction or rescission, for breach of fiduciary duty.  In
addition, such a provision may not eliminate or limit the liability of a
director for breaching his duty of loyalty to the corporation or its
stockholders, failing to act in good faith, engaging in intentional
misconduct or knowingly violating a  law, paying an unlawful dividend or
approving an illegal stock repurchase, or executing any transaction from
which the director obtained an improper personal benefit.

    Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed  action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the  right of the corporation), by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to  be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful and except that no indemnification may be made in
respect of any claim, issue or matter as to which such person has been
adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.  With respect to actions or suits by or in the right of the
corporation, such indemnification is limited to expenses (including
attorney's fees) actually and reasonably incurred  by such person in
connection with the defense or settlement of such action or suit.  To the
extent that such directors or officers have been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above or
in defense of any claim, issue or matter therein a corporation is required
to indemnify its directors and officers against expenses (including
attorney's fees) actually and reasonably incurred by such officers and
directors in connection therewith.

    Indemnification can be made by the corporation only upon a determination
made in the manner prescribed by the statute that indemnification is proper
in the circumstances because the party seeking indemnification has met the
applicable standard of conduct as set forth in the Delaware General
Corporation Law. The indemnification provided by the Delaware General
Corporation Law is not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. Unless otherwise
provided when authorized or ratified, the indemnification provided by the
Delaware General Corporation Law continues as to a person who has ceased to
be a director, officer, employee or agent and insures to the benefit of the
heirs, executors and administrators of such a person.

    A corporation also has the power to purchase and maintain insurance on
behalf of any person covering any liability incurred by such person in his
capacity as a director, officer,


                                    -2-

<PAGE>

employee or agent of the corporation, or arising out of his status as such,
whether or not the corporation has the power to indemnify him against such
liability.

THE REGISTRANT'S CHARTER AND BYLAW PROVISIONS

    Article VI, Section 6.1 of the Registrant's Amended and Restated Bylaws
provides that the Registrant shall indemnify all directors and officers of
the Company to the fullest extent now or hereafter permitted by the Delaware
General Corporation Law. Under such provisions, any director or officer, who
in his capacity as such, is made or threatened to be made a party to any suit
or proceeding, shall be indemnified if such director or officer acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.  The
Amended and Restated Bylaws and the Delaware General Corporation Law further
provide that such indemnification is not exclusive of any other rights to
which such individuals may be entitled under any bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.

     In addition, Article VII of the Registrant's Restated Certificate of
Incorporation provides that to the fullest extent now or hereafter permitted
by Delaware law, the Registrant's directors will not be liable to the
Registrant and  its stockholders for monetary damages for breach of fiduciary
duty as a director.

Item 8.   EXHIBITS.

    The following documents are filed as exhibits to this Registration
Statement:

EXHIBIT NO.   DESCRIPTION

     4.1      Rexene Corporation 1995 Stock Option Plan for Outside Directors.

     5.1      Opinion of Thompson & Knight, A Professional Corporation.

    23.1      Consent of Thompson & Knight, A Professional Corporation
              (included in the opinion of Thompson & Knight, P.C. filed
              herewith as Exhibit 5.1).

    23.2      Consent of Price Waterhouse LLP, independent accountants, to
              incorporation of reports by reference.

    24.1      Power of Attorney (included on signature page of this
              Registration Statement).

                                    -3-

<PAGE>

ITEM 9.   UNDERTAKINGS.

   (a) The Registrant hereby undertakes:

       (1)    To file, during any period in which offers or sales
   are being made, a post-effective amendment to this
   Registration Statement:

               (i)     To include any prospectus required by
       Section 10(a)(3) of the Securities Act of 1933;

               (ii)    To reflect in the prospectus any facts or
       events arising after the effective date of this
       Registration Statement (or the most recent post-effective
       amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the
       information set forth in this Registration Statement; and

               (iii)   To include any material information with
       respect to the plan of distribution not previously
       disclosed in this Registration Statement or any material
       change to such information in this Registration Statement;

   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
   of this section do not apply if the information required to
   be included in a post-effective amendment by those paragraphs
   is contained in periodic reports filed with or furnished to
   the Commission by the Registrant pursuant to Section 13 or
   Section 15(d) of the Securities Exchange Act of 1934 that are
   incorporated by reference in this Registration Statement.

       (2)     That, for the purpose of determining any liability
   under the Securities Act of 1933, each such post-effective
   amendment shall be deemed to be a new registration statement
   relating to the securities offered therein, and the offering
   of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

       (3)     To remove from registration by means of a post-
   effective amendment any of the securities being registered
   which remain unsold at the termination of the offering.

    (b)  The Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 and each filing of the Plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

    (h)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or  paid by a


                               -4-

<PAGE>

director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

















                                -5-

<PAGE>


                           SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Dallas, State of Texas on the 5th day of June, 1995.

                                   REXENE CORPORATION


                                   By /S/ KEVIN W. MCALEER
                                      -------------------------
                                      Kevin W. McAleer,
                                      Executive Vice President and
                                      Chief Financial Officer

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.  Each
person whose signature appears below hereby constitutes and
appoints Andrew J. Smith, Lavon N. Anderson and Kevin W. McAleer,
and each of them (with full power to act alone), his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign on his behalf
individually and in each capacity stated below any and all
amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.

<TABLE>
<CAPTION>
SIGNATURE                     TITLE                                DATE
- ---------                     -----                                ----
<S>                           <C>                                  <C>
/S/ ARTHUR L. GOESCHEL        Chairman of the Board            June 5, 1995
- ---------------------------
Arthur L. Goeschel


/S/ ANDREW J. SMITH           Chief Executive Officer          June 5, 1995
- ---------------------------    and Director
Andrew J. Smith                (principal executive officer)

</TABLE>

                               -6-

<PAGE>

<TABLE>
<CAPTION>
SIGNATURE                     TITLE                                DATE
- ---------                     -----                                ----
<S>                           <C>                                  <C>


/S/ LAVON N. ANDERSON         President, Chief Operating       June 5, 1995
- ---------------------------    Officer and Director
Lavon N. Anderson



/S/ KEVIN W. MCALEER          Executive Vice President         June 5, 1995
- ---------------------------    and Chief Financial Officer
Kevin W. McAleer               (principal accounting officer)



/S/ GEFF PERERA               Vice President and Controller    June 5, 1995
- ---------------------------    (principal accounting officer)
Geff Perera


/S/ HARRY B. BARTLEY, JR.     Director                         June 5, 1995
- ---------------------------
Harry B. Bartley, Jr.


/S/ R. JAMES COMEAUX          Director                         June 5, 1995
- ---------------------------
R. James Comeaux



/S/ WILLIAM B. HEWITT         Director                         June 5, 1995
- ---------------------------
William B. Hewitt



/S/ ILAN KAUFTHAL             Director                         June 5, 1995
- ---------------------------
Ilan Kaufthal



/S/ CHARLES E. O'CONNELL      Director                         June 5, 1995
- ---------------------------
Charles E. O'Connell



/S/ HEINN F. TOMFOHRDE, III   Director                         June 5, 1995
- ---------------------------
Heinn F. Tomfohrde, III

</TABLE>

                               -7-


<PAGE>

                         INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                     SEQUENTIALLY
  EXHIBIT                                              NUMBERED
  NUMBER                    EXHIBIT                      PAGE
  ------                    -------                      ----
  <S>                        <C>                        <C>
    4.1        Rexene Corporation 1995 Stock
               Option Plan for Outside Directors.

    5.1        Opinion of Thompson & Knight, A
               Professional Corporation.

   23.1        Consent of Thompson & Knight, A
               Professional Corporation (included
               in the opinion of Thompson &
               Knight, P.C. filed herewith as
               Exhibit 5.1).

   23.2        Consent of Price Waterhouse LLP,
               independent accountants, to
               incorporation of reports by
               reference.

   24.1        Power of Attorney (included on
               signature page of this Registration
               Statement).

</TABLE>
                               -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20877}]
{"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": "S-8", "act": "33", "file-number": "033-60543", "film-number": "95548937"}, "business-address": {"street1": "5005 LBJ FRWY", "street2": "OXY TOWER, 5TH FLOOR", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "2144509000"}, "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"}}
As filed with the Securities and Exchange Commission on June 23, 1995
                                             Registration Statement No. 33-
_______________________________________________________________________________

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                            ---------------------

                                 FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                          THE SECURITIES ACT OF 1933
                            ---------------------

                              REXENE CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    75-2104131
  (State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)

       5005 LBJ FREEWAY
  OCCIDENTAL TOWER, SUITE 500                               75244
         DALLAS, TEXAS                                    (Zip Code)
(Address of Principal Executive Offices)

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

       REXENE CORPORATION 1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                          (FULL TITLE OF THE PLAN)

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

       BERNARD J. MCNAMEE                             Copy to:
   VICE PRESIDENT, SECRETARY                      PETER A. LODWICK
      AND GENERAL COUNSEL                         THOMPSON & KNIGHT,
      REXENE CORPORATION                      A PROFESSIONAL CORPORATION
       5005 LBJ FREEWAY                          1700 PACIFIC AVENUE
  OCCIDENTAL TOWER, SUITE 500                         SUITE 3300
     DALLAS, TEXAS 75244                          DALLAS, TEXAS 75201
(Name and address of agent for service)              (214) 969-1700

        (214) 450-9000
 (Telephone number, including
area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE
TITLE OF                         PROPOSED       PROPOSED MAXIMUM      AMOUNT
    SECURITIES        AMOUNT           MAXIMUM           AGGREGATE           OF
      TO BE           TO BE         OFFERING PRICE        OFFERING       REGISTRATION
    REGISTERED     REGISTERED(1)     PER SHARE(2)           PRICE            FEE
- --------------------------------------------------------------------------------------
Common Stock,
  par value $.01
   per share         60,000 shares      $11.625            $697,500           $241
(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable
    upon any stock split, stock dividend or similar transaction with respect
    to these shares are also being registered hereunder.

(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933
    on the basis of the average of the high and low sales prices of the Common
    Shares on the New York Stock Exchange on June 16, 1995.
_______________________________________________________________________________
PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   PLAN INFORMATION.*

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

_____________

*    Information required by Part I to be contained in the  Section
     10(a)  prospectus is omitted from this Registration  Statement
     in  accordance with Rule 428 under the Securities Act of  1933
     and the Note to Part I of Form S-8.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:

       (1)  The Registrant's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1994;

       (2)  All other reports filed by the Registrant pursuant
            to Section 13(a) or 15(d) of the Securities Exchange Act
            of 1934 since December 31, 1994; and

       (3)  The description of the Common Stock of the Registrant contained
            in the Registration Statement filed under Section 12 of the
            Securities Exchange Act of 1934 (Registration  No. 1-9988), as
            filed with the Securities and Exchange Commission on August 14,
            1992, including any amendment or report filed for the purpose
            of updating such description.

    All  documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

STATUTORY PROVISIONS

    Section 102(b)(7) of the Delaware General Corporation Law enables a
corporation to include in its certification of incorporation a provision
eliminating or limiting the personal liability of members of its board of
directors to the corporation or its stockholders for monetary
damages for violations of a director's fiduciary duty as a director.  Such a
provision does not have any effect on the availability of equitable remedies,
such as an injunction or rescission, for breach of fiduciary duty.  In
addition, such a provision may not eliminate or limit the liability of a
director for breaching his duty of loyalty to the corporation or its
stockholders, failing to act in good faith, engaging in intentional
misconduct or knowingly violating a  law, paying an unlawful dividend or
approving an illegal stock repurchase, or executing any transaction from
which the director obtained an improper personal benefit.

    Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed  action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the  right of the corporation), by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to  be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful and except that no indemnification may be made in
respect of any claim, issue or matter as to which such person has been
adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.  With respect to actions or suits by or in the right of the
corporation, such indemnification is limited to expenses (including
attorney's fees) actually and reasonably incurred  by such person in
connection with the defense or settlement of such action or suit.  To the
extent that such directors or officers have been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above or
in defense of any claim, issue or matter therein a corporation is required
to indemnify its directors and officers against expenses (including
attorney's fees) actually and reasonably incurred by such officers and
directors in connection therewith.

    Indemnification can be made by the corporation only upon a determination
made in the manner prescribed by the statute that indemnification is proper
in the circumstances because the party seeking indemnification has met the
applicable standard of conduct as set forth in the Delaware General
Corporation Law. The indemnification provided by the Delaware General
Corporation Law is not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. Unless otherwise
provided when authorized or ratified, the indemnification provided by the
Delaware General Corporation Law continues as to a person who has ceased to
be a director, officer, employee or agent and insures to the benefit of the
heirs, executors and administrators of such a person.

    A corporation also has the power to purchase and maintain insurance on
behalf of any person covering any liability incurred by such person in his
capacity as a director, officer,

                                    -2-
employee or agent of the corporation, or arising out of his status as such,
whether or not the corporation has the power to indemnify him against such
liability.

THE REGISTRANT'S CHARTER AND BYLAW PROVISIONS

    Article VI, Section 6.1 of the Registrant's Amended and Restated Bylaws
provides that the Registrant shall indemnify all directors and officers of
the Company to the fullest extent now or hereafter permitted by the Delaware
General Corporation Law. Under such provisions, any director or officer, who
in his capacity as such, is made or threatened to be made a party to any suit
or proceeding, shall be indemnified if such director or officer acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.  The
Amended and Restated Bylaws and the Delaware General Corporation Law further
provide that such indemnification is not exclusive of any other rights to
which such individuals may be entitled under any bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.

     In addition, Article VII of the Registrant's Restated Certificate of
Incorporation provides that to the fullest extent now or hereafter permitted
by Delaware law, the Registrant's directors will not be liable to the
Registrant and  its stockholders for monetary damages for breach of fiduciary
duty as a director.

Item 8.   EXHIBITS.

    The following documents are filed as exhibits to this Registration
Statement:

EXHIBIT NO.   DESCRIPTION

     4.1      Rexene Corporation 1995 Stock Option Plan for Outside Directors.

     5.1      Opinion of Thompson & Knight, A Professional Corporation.

    23.1      Consent of Thompson & Knight, A Professional Corporation
              (included in the opinion of Thompson & Knight, P.C. filed
              herewith as Exhibit 5.1).

    23.2      Consent of Price Waterhouse LLP, independent accountants, to
              incorporation of reports by reference.

    24.1      Power of Attorney (included on signature page of this
              Registration Statement).

                                    -3-
ITEM 9.   UNDERTAKINGS.

   (a) The Registrant hereby undertakes:

       (1)    To file, during any period in which offers or sales
   are being made, a post-effective amendment to this
   Registration Statement:

               (i)     To include any prospectus required by
       Section 10(a)(3) of the Securities Act of 1933;

               (ii)    To reflect in the prospectus any facts or
       events arising after the effective date of this
       Registration Statement (or the most recent post-effective
       amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the
       information set forth in this Registration Statement; and

               (iii)   To include any material information with
       respect to the plan of distribution not previously
       disclosed in this Registration Statement or any material
       change to such information in this Registration Statement;

   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
   of this section do not apply if the information required to
   be included in a post-effective amendment by those paragraphs
   is contained in periodic reports filed with or furnished to
   the Commission by the Registrant pursuant to Section 13 or
   Section 15(d) of the Securities Exchange Act of 1934 that are
   incorporated by reference in this Registration Statement.

       (2)     That, for the purpose of determining any liability
   under the Securities Act of 1933, each such post-effective
   amendment shall be deemed to be a new registration statement
   relating to the securities offered therein, and the offering
   of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

       (3)     To remove from registration by means of a post-
   effective amendment any of the securities being registered
   which remain unsold at the termination of the offering.

    (b)  The Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 and each filing of the Plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

    (h)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or  paid by a

                               -4-
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

                                -5-
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Dallas, State of Texas on the 5th day of June, 1995.

                                   REXENE CORPORATION

                                   By /S/ KEVIN W. MCALEER
                                      -------------------------
                                      Kevin W. McAleer,
                                      Executive Vice President and
                                      Chief Financial Officer

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.  Each
person whose signature appears below hereby constitutes and
appoints Andrew J. Smith, Lavon N. Anderson and Kevin W. McAleer,
and each of them (with full power to act alone), his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign on his behalf
individually and in each capacity stated below any and all
amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE                     TITLE                                DATE
- ---------                     -----                                ----
/S/ ARTHUR L. GOESCHEL        Chairman of the Board            June 5, 1995
- ---------------------------
Arthur L. Goeschel

/S/ ANDREW J. SMITH           Chief Executive Officer          June 5, 1995
- ---------------------------    and Director
Andrew J. Smith                (principal executive officer)
-6-
SIGNATURE                     TITLE                                DATE
- ---------                     -----                                ----
/S/ LAVON N. ANDERSON         President, Chief Operating       June 5, 1995
- ---------------------------    Officer and Director
Lavon N. Anderson

/S/ KEVIN W. MCALEER          Executive Vice President         June 5, 1995
- ---------------------------    and Chief Financial Officer
Kevin W. McAleer               (principal accounting officer)

/S/ GEFF PERERA               Vice President and Controller    June 5, 1995
- ---------------------------    (principal accounting officer)
Geff Perera

/S/ HARRY B. BARTLEY, JR.     Director                         June 5, 1995
- ---------------------------
Harry B. Bartley, Jr.

/S/ R. JAMES COMEAUX          Director                         June 5, 1995
- ---------------------------
R. James Comeaux

/S/ WILLIAM B. HEWITT         Director                         June 5, 1995
- ---------------------------
William B. Hewitt

/S/ ILAN KAUFTHAL             Director                         June 5, 1995
- ---------------------------
Ilan Kaufthal

/S/ CHARLES E. O'CONNELL      Director                         June 5, 1995
- ---------------------------
Charles E. O'Connell

/S/ HEINN F. TOMFOHRDE, III   Director                         June 5, 1995
- ---------------------------
Heinn F. Tomfohrde, III
-7-
INDEX TO EXHIBITS
SEQUENTIALLY
  EXHIBIT                                              NUMBERED
  NUMBER                    EXHIBIT                      PAGE
  ------                    -------                      ----
4.1        Rexene Corporation 1995 Stock
               Option Plan for Outside Directors.

    5.1        Opinion of Thompson & Knight, A
               Professional Corporation.

   23.1        Consent of Thompson & Knight, A
               Professional Corporation (included
               in the opinion of Thompson &
               Knight, P.C. filed herewith as
               Exhibit 5.1).

   23.2        Consent of Price Waterhouse LLP,
               independent accountants, to
               incorporation of reports by
               reference.

   24.1        Power of Attorney (included on
               signature page of this Registration
               Statement).
-8-