As filed with the Securities and Exchange Commission on May 15, 1998
                                                        Registration No. 333-
             
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               
                             ----------------------

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

                        STERLING CHEMICALS HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                        76-0185186
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                         Identification No.)

                                1200 Smith Street
                                   Suite 1900
                            Houston, Texas 77002-4312
                                 (713) 650-3700
               (Address, including zip code, and telephone number
                         of Principal Executive Offices)

                        STERLING CHEMICALS HOLDINGS, INC.
                     OMNIBUS STOCK AWARDS AND INCENTIVE PLAN
                                  (As Amended)
                            (Full title of the plan)


                                 David G. Elkins
                         Vice President, General Counsel
                                  and Secretary
                                1200 Smith Street
                                   Suite 1900
                            Houston, Texas 77002-4312
                                 (713) 650-3700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                  --------------------------------------------

                                    copy to:
                            Thomas M. Hart III, Esq.
                             Andrews & Kurth L.L.P.
                             600 Travis, Suite 4200
                              Houston, Texas 77002
                  --------------------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                                        Proposed
                                                                         Proposed       Maximum
                                                                         Maximum        Aggregate
             Title of Securities                    Amount to be      Offering Price    Offering        Amount of
               to be Registered                     Registered(1)      Per Share(2)     Price(2)    Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                     <C>          <C>           <C>

Common Stock, par value $0.01 per share           1,000,000 Shares        $8.25       $8,250,000.00   $2,433.75
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The  number of  shares of Common  Stock  registered  herein is  subject  to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.
(2)  Estimated solely for the purpose of calculating the registration fee, based
     on the closing price of the Common Stock on May 11, 1998 of $8.25.

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




<PAGE>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of this
registration  statement on Form S-8 (the "Registration  Statement") will be sent
or given to participants as specified by Rule 428(b)(1) of the Securities Act of
1933,  as amended (the  "Securities  Act").  These  documents  and the documents
incorporated  herein  by  reference  pursuant  to  Item  3 of  Part  II of  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act (the "Prospectus").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Sterling Chemicals Holdings,  Inc. (the "Company")  incorporates herein
by reference the following  documents as of their respective dates as filed with
the Securities and Exchange Commission (the "Commission"):

                  (a) The Company's Annual Report on Form 10-K, as amended,  for
         the fiscal year ended September 30, 1997; and

                  (b) The Company's  Quarterly  Report on Form 10-Q, as amended,
         for the fiscal quarter ended December 31, 1997; and

                  (c) The  Company's  Quarterly  Report  on Form  10-Q,  for the
         fiscal quarter ended March 31, 1998; and

                  (d) The description of the Company's  common stock,  par value
         $0.01 per share,  contained in the Company's  registration statement on
         Form 8-A (File No.  1-10059) filed with the Commission on September 22,
         1988.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  subsequent to the date of this  Registration  Statement and prior to the
termination  of the offering made hereby shall be deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated  herein by reference shall be deemed to be modified or
superseded for purposes of the Registration  Statement and the Prospectus to the
extent that a statement  contained herein or in any subsequently  filed document
which also is, or is deemed to be,  incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded,  to constitute a part of the
Registration Statement or the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None



                                      II-2

<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection  (a) of Section  145 of the General  Corporation  Law of the
State of Delaware  ("DGCL")  empowers a corporation  to indemnify any person who
was or is a party 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  attorneys'
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.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action,  or suit by or in the  right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit 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, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
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  which the Court of Chancery or such
other court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145 in the defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection  therewith;  that indemnification  provided for by
Section  145  shall  not be deemed  exclusive  of any other  rights to which the
indemnified party may be entitled; that indemnification  provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director,  officer,  employee or agent and shall
inure to the benefit of such person's heirs,  executors and administrators;  and
empowers  the  corporation  to purchase  and  maintain  insurance on behalf of a
director or officer of the corporation  against any liability  asserted  against
him and  incurred by him in any such  capacity,  or arising out of his status as
such  whether  or not the  corporation  would  have the power to  indemnify  him
against such liabilities under Section 145.

         Section   102(b)(7)  of  the  DGCL  provides  that  a  certificate   of
incorporation  may contain a provision  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director  provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.

         Article VIII of the Company's Restated Bylaws ("Article VIII") provides
for  indemnification to the maximum extent permitted under the laws of the State
of Delaware;  however, absent the affirmative vote of a majority of the Board of
Directors, no indemnification may be made to any person (i) for amounts actually
paid to such person  pursuant to one or more  policies of directors and officers
liability  insurance  maintained  by the  Company or other  funding  arrangement
provided by the Company,  (ii) in respect of remuneration paid to such person if
it is determined by a final judgment or other final adjudication that payment of
such  remuneration  was in violation of applicable law, (iii) on account of such
person's conduct which is finally adjudged to constitute  willful  misconduct or
to have been  knowingly  fraudulent,  deliberately  dishonest or from which such
person derives an improper personal  benefit,  or (iv) on account of any suit in
which final  judgment  is rendered  against  such  person for an  accounting  of
profits made from the sale or


                                      II-3

<PAGE>



purchase by such person of securities of the Company  pursuant to the provisions
of Section 16(b) of the Exchange Act.  Indemnification under Article VIII covers
the advancement of expenses,  including attorneys fees. Article VIII constitutes
a  continuing  offer to all present  and future  directors  and  officers of the
Company.

         In  addition,  Article  VI of the  Company's  Restated  Certificate  of
Incorporation provides that the Company shall indemnify its officers,  directors
and certain  employees to the fullest extent permitted by law. Also, the Company
has entered into separate  indemnification  agreements with each of its officers
and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement.

ITEM 8.  EXHIBITS.

Exhibit
Number     Description

4.1        Restated  Certificate  of  Incorporation  of the  Company  (filed  as
           Exhibit 3.1 to the  Company's  Quarterly  Report on Form 10-Q for the
           quarter ended June 30, 1997 and incorporated herein by reference).

4.2        Restated Bylaws of the Company (filed as Exhibit 3.3 to the Company's
           Annual  Report on Form 10-K for the fiscal year ended  September  30,
           1996 and incorporated herein by reference).

4.3        Sterling Chemicals Holdings,  Inc. Omnibus Stock Awards and Incentive
           Plan, as amended  (filed as Exhibit 10.1 to the  Company's  Quarterly
           Report on Form 10-Q for the fiscal  quarter  ended March 31, 1998 and
           incorporated herein by reference).

4.4        Stockholders  Agreement  (filed as Exhibit  4.10 to the  Registration
           Statement on Form S-1/A of STX  Acquisition  Corp.  and STX Chemicals
           Corp. (File No. 333-04343) (filed with the Commission on July 3, 1996
           and incorporated herein by reference).

4.5        First Amendment to Sterling Chemicals  Holdings,  Inc.  Stockholder's
           Agreement (filed as Exhibit 4.7 to the Company's  Quarterly Report on
           Form  10-Q  for  the  fiscal   quarter   ended  March  31,  1998  and
           incorporated herein by reference).

4.6        Registration   Rights   Agreement  (filed  as  Exhibit  4.11  to  the
           Registration Statement on Form S-1/A of STX Acquisition Corp. and STX
           Chemicals Corp.  (File No.  333-04343)  (filed with the Commission on
           July 3, 1996 and incorporated herein by reference).

4.7        Amended and Restated  Voting  Agreement  (filed as Exhibit 4.5 to the
           Company's  Quarterly  Report on Form 10-Q for the quarter  ended June
           30, 1997 and incorporated herein by reference).

4.8        Tag-Along  Agreement  (filed  as  Exhibit  4.13  to the  Registration
           Statement on Form S-1/A of STX  Acquisition  Corp.  and STX Chemicals
           Corp. (File No.  333-04343)  (filed with the Commission on August 12,
           1996 and incorporated herein by reference).

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares 
           being registered.

15.1*      Letter  relating  to  unaudited  Interim  Financial  Information from
           Deloitte & Touche LLP.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Coopers & Lybrand L.L.P.



                                      II-4

<PAGE>



23.3*      Consent of Andrews & Kurth L.L.P. (included in the opinion filed as 
           Exhibit 5.1 to this Registration Statement).

24.1*      Powers of Attorney (set forth on the signature page of this
           Registration Statement).

----------------------------
*filed herewith

ITEM 9.    UNDERTAKINGS

           The undersigned 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;

                           (ii) To reflect in the prospectus any facts or events
           arising after the effective  date of the  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. Notwithstanding
           the  foregoing,  any  increase or  decrease  in volume of  securities
           offered (if the total dollar value of  securities  offered  would not
           exceed that which was  registered)  and any deviation from the low or
           high end of the estimated  maximum offering range may be reflected in
           the form of  prospectus  filed with the  Commission  pursuant to Rule
           424(b)  if,  in the  aggregate,  the  changes  in  volume  and  price
           represent no more than a 20 percent  change in the maximum  aggregate
           offering price set forth in the  "Calculation  of  Registration  Fee"
           table in the effective Registration Statement; and

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

Provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Exchange Act that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, 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.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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.

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  provisions  described  in  Item 6 of  this
Registration


                                      II-5

<PAGE>



Statement, or otherwise,  the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities 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 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  Securities
Act and will be governed by the final adjudication of such issue.


                                      II-6

<PAGE>



                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of  1933,  as
amended, 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 Houston, State of Texas, on the 15th day of May,
1998.

                        STERLING CHEMICALS HOLDINGS, INC.



                                    By:  /s/ PETER W. DE LEEUW
                                       ----------------------------
                                       Peter W. De Leeuw
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned officers and
directors  of  STERLING   CHEMICALS   HOLDINGS,   INC.  (the  "Company")  hereby
constitutes  and appoints Peter W. De Leeuw,  Gary M. Spitz and David G. Elkins,
and each one of them (with full  power to each of them to act  alone),  his true
and lawful attorney-in-fact and agent, with full power of substitution,  for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute and file this Registration  Statement under the Securities Act
of 1933, as amended, and any or all amendments  (including,  without limitation,
post-effective amendments), with all exhibits and any and all documents required
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority,  granting unto such  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 in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do, if personally  present,  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.

      PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES ACT OF 1933, AS AMENDED,
THIS  REGISTRATION  STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING  PERSONS IN
THE CAPACITIES AND ON THE 15TH DAY OF MAY, 1998.




        Signature                                    Title
        ---------                                    -----


   /s/ FRANK P. DIASSI               Chairman of the Board of Directors
---------------------------
     Frank P. Diassi



  /s/ PETER W. DE LEEUW              President, Chief Executive Officer
---------------------------          and Director (Principal Executive Officer)
    Peter W. De Leeuw                



   /s/ ROBERT W. ROTEN               Vice Chairman of the Board of Directors
---------------------------
     Robert W. Roten


                                      II-7

<PAGE>




   /s/ ALLAN R. DRAGONE               Director
---------------------------
     Allan R. Dragone


  /s/ JOHN L. GARCIA                  Director
--------------------------
      John L. Garcia


                                      Director
--------------------------
     Frank J. Hevrdejs


  /s/ T. HUNTER NELSON                Director
--------------------------
     T. Hunter Nelson


  /s/ GEORGE J. DAMIRIS               Director
--------------------------
     George J. Damiris


  /s/ ROLF H. TOWE                    Director
--------------------------                    
       Rolf H. Towe



  /s/ GARY M. SPITZ                   Vice President and Chief Financial Officer
--------------------------           (Principal Financial Officer)
       Gary M. Spitz                 



  /s/ PAUL G. VANDERHOVEN             Controller (Principal Accounting Officer)
-------------------------
      Paul G. Vanderhoven

                                      II-8

<PAGE>



INDEX TO EXHIBITS

Exhibit
Number     Description
------     -----------

4.1        Restated  Certificate  of  Incorporation  of the  Company  (filed  as
           Exhibit 3.1 to the  Company's  Quarterly  Report on Form 10-Q for the
           quarter ended June 30, 1997 and incorporated herein by reference).

4.2        Restated Bylaws of the Company (filed as Exhibit 3.3 to the Company's
           Annual  Report on Form 10-K for the fiscal year ended  September  30,
           1996 and incorporated herein by reference).

4.3        Sterling Chemicals Holdings,  Inc. Omnibus Stock Awards and Incentive
           Plan, as amended  (filed as Exhibit 10.1 to the  Company's  Quarterly
           Report on Form 10-Q for the fiscal  quarter  ended March 31, 1998 and
           incorporated herein by reference).

4.4        Stockholders  Agreement  (filed as Exhibit  4.10 to the  Registration
           Statement on Form S-1/A of STX  Acquisition  Corp.  and STX Chemicals
           Corp. (File No. 333-04343) (filed with the Commission on July 3, 1996
           and incorporated herein by reference).

4.5        First Amendment to Sterling Chemicals  Holdings,  Inc.  Stockholder's
           Agreement (filed as Exhibit 4.7 to the Company's  Quarterly Report on
           Form  10-Q  for  the  fiscal   quarter   ended  March  31,  1998  and
           incorporated herein by reference).

4.6        Registration   Rights   Agreement  (filed  as  Exhibit  4.11  to  the
           Registration Statement on Form S-1/A of STX Acquisition Corp. and STX
           Chemicals Corp.  (File No.  333-04343)  (filed with the Commission on
           July 3, 1996 and incorporated herein by reference).

4.7        Amended and Restated  Voting  Agreement  (filed as Exhibit 4.5 to the
           Company's  Quarterly  Report on Form 10-Q for the quarter  ended June
           30, 1997 and incorporated herein by reference).

4.8        Tag-Along  Agreement  (filed  as  Exhibit  4.13  to the  Registration
           Statement on Form S-1/A of STX  Acquisition  Corp.  and STX Chemicals
           Corp. (File No.  333-04343)  (filed with the Commission on August 12,
           1996 and incorporated herein by reference).

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares
           being registered.

15.1*      Letter  relating  to  unaudited  Interim  Financial  Information from
           Deloitte & Touche LLP.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Coopers & Lybrand L.L.P.

23.3*      Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
           Exhibit 5.1 to this Registration Statement).

24.1*      Powers of Attorney (set forth on the signature page of this
           Registration Statement).

----------------------------
*filed herewith


                                      II-9
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As filed with the Securities and Exchange Commission on May 15, 1998
                                                        Registration No. 333-
             
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               
                             ----------------------

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

                        STERLING CHEMICALS HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                        76-0185186
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                         Identification No.)

                                1200 Smith Street
                                   Suite 1900
                            Houston, Texas 77002-4312
                                 (713) 650-3700
               (Address, including zip code, and telephone number
                         of Principal Executive Offices)

                        STERLING CHEMICALS HOLDINGS, INC.
                     OMNIBUS STOCK AWARDS AND INCENTIVE PLAN
                                  (As Amended)
                            (Full title of the plan)

                                 David G. Elkins
                         Vice President, General Counsel
                                  and Secretary
                                1200 Smith Street
                                   Suite 1900
                            Houston, Texas 77002-4312
                                 (713) 650-3700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                  --------------------------------------------

                                    copy to:
                            Thomas M. Hart III, Esq.
                             Andrews & Kurth L.L.P.
                             600 Travis, Suite 4200
                              Houston, Texas 77002
                  --------------------------------------------

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                                         Proposed       Maximum
                                                                         Maximum        Aggregate
             Title of Securities                    Amount to be      Offering Price    Offering        Amount of
               to be Registered                     Registered(1)      Per Share(2)     Price(2)    Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share           1,000,000 Shares        $8.25       $8,250,000.00   $2,433.75
--------------------------------------------------------------------------------------------------------------------
(1)  The  number of  shares of Common  Stock  registered  herein is  subject  to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.
(2)  Estimated solely for the purpose of calculating the registration fee, based
     on the closing price of the Common Stock on May 11, 1998 of $8.25.

================================================================================
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of this
registration  statement on Form S-8 (the "Registration  Statement") will be sent
or given to participants as specified by Rule 428(b)(1) of the Securities Act of
1933,  as amended (the  "Securities  Act").  These  documents  and the documents
incorporated  herein  by  reference  pursuant  to  Item  3 of  Part  II of  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act (the "Prospectus").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Sterling Chemicals Holdings,  Inc. (the "Company")  incorporates herein
by reference the following  documents as of their respective dates as filed with
the Securities and Exchange Commission (the "Commission"):

                  (a) The Company's Annual Report on Form 10-K, as amended,  for
         the fiscal year ended September 30, 1997; and

                  (b) The Company's  Quarterly  Report on Form 10-Q, as amended,
         for the fiscal quarter ended December 31, 1997; and

                  (c) The  Company's  Quarterly  Report  on Form  10-Q,  for the
         fiscal quarter ended March 31, 1998; and

                  (d) The description of the Company's  common stock,  par value
         $0.01 per share,  contained in the Company's  registration statement on
         Form 8-A (File No.  1-10059) filed with the Commission on September 22,
         1988.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  subsequent to the date of this  Registration  Statement and prior to the
termination  of the offering made hereby shall be deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated  herein by reference shall be deemed to be modified or
superseded for purposes of the Registration  Statement and the Prospectus to the
extent that a statement  contained herein or in any subsequently  filed document
which also is, or is deemed to be,  incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded,  to constitute a part of the
Registration Statement or the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None

                                      II-2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection  (a) of Section  145 of the General  Corporation  Law of the
State of Delaware  ("DGCL")  empowers a corporation  to indemnify any person who
was or is a party 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  attorneys'
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.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action,  or suit by or in the  right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit 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, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
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  which the Court of Chancery or such
other court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145 in the defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection  therewith;  that indemnification  provided for by
Section  145  shall  not be deemed  exclusive  of any other  rights to which the
indemnified party may be entitled; that indemnification  provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director,  officer,  employee or agent and shall
inure to the benefit of such person's heirs,  executors and administrators;  and
empowers  the  corporation  to purchase  and  maintain  insurance on behalf of a
director or officer of the corporation  against any liability  asserted  against
him and  incurred by him in any such  capacity,  or arising out of his status as
such  whether  or not the  corporation  would  have the power to  indemnify  him
against such liabilities under Section 145.

         Section   102(b)(7)  of  the  DGCL  provides  that  a  certificate   of
incorporation  may contain a provision  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director  provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.

         Article VIII of the Company's Restated Bylaws ("Article VIII") provides
for  indemnification to the maximum extent permitted under the laws of the State
of Delaware;  however, absent the affirmative vote of a majority of the Board of
Directors, no indemnification may be made to any person (i) for amounts actually
paid to such person  pursuant to one or more  policies of directors and officers
liability  insurance  maintained  by the  Company or other  funding  arrangement
provided by the Company,  (ii) in respect of remuneration paid to such person if
it is determined by a final judgment or other final adjudication that payment of
such  remuneration  was in violation of applicable law, (iii) on account of such
person's conduct which is finally adjudged to constitute  willful  misconduct or
to have been  knowingly  fraudulent,  deliberately  dishonest or from which such
person derives an improper personal  benefit,  or (iv) on account of any suit in
which final  judgment  is rendered  against  such  person for an  accounting  of
profits made from the sale or

                                      II-3
purchase by such person of securities of the Company  pursuant to the provisions
of Section 16(b) of the Exchange Act.  Indemnification under Article VIII covers
the advancement of expenses,  including attorneys fees. Article VIII constitutes
a  continuing  offer to all present  and future  directors  and  officers of the
Company.

         In  addition,  Article  VI of the  Company's  Restated  Certificate  of
Incorporation provides that the Company shall indemnify its officers,  directors
and certain  employees to the fullest extent permitted by law. Also, the Company
has entered into separate  indemnification  agreements with each of its officers
and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement.

ITEM 8.  EXHIBITS.

Exhibit
Number     Description

4.1        Restated  Certificate  of  Incorporation  of the  Company  (filed  as
           Exhibit 3.1 to the  Company's  Quarterly  Report on Form 10-Q for the
           quarter ended June 30, 1997 and incorporated herein by reference).

4.2        Restated Bylaws of the Company (filed as Exhibit 3.3 to the Company's
           Annual  Report on Form 10-K for the fiscal year ended  September  30,
           1996 and incorporated herein by reference).

4.3        Sterling Chemicals Holdings,  Inc. Omnibus Stock Awards and Incentive
           Plan, as amended  (filed as Exhibit 10.1 to the  Company's  Quarterly
           Report on Form 10-Q for the fiscal  quarter  ended March 31, 1998 and
           incorporated herein by reference).

4.4        Stockholders  Agreement  (filed as Exhibit  4.10 to the  Registration
           Statement on Form S-1/A of STX  Acquisition  Corp.  and STX Chemicals
           Corp. (File No. 333-04343) (filed with the Commission on July 3, 1996
           and incorporated herein by reference).

4.5        First Amendment to Sterling Chemicals  Holdings,  Inc.  Stockholder's
           Agreement (filed as Exhibit 4.7 to the Company's  Quarterly Report on
           Form  10-Q  for  the  fiscal   quarter   ended  March  31,  1998  and
           incorporated herein by reference).

4.6        Registration   Rights   Agreement  (filed  as  Exhibit  4.11  to  the
           Registration Statement on Form S-1/A of STX Acquisition Corp. and STX
           Chemicals Corp.  (File No.  333-04343)  (filed with the Commission on
           July 3, 1996 and incorporated herein by reference).

4.7        Amended and Restated  Voting  Agreement  (filed as Exhibit 4.5 to the
           Company's  Quarterly  Report on Form 10-Q for the quarter  ended June
           30, 1997 and incorporated herein by reference).

4.8        Tag-Along  Agreement  (filed  as  Exhibit  4.13  to the  Registration
           Statement on Form S-1/A of STX  Acquisition  Corp.  and STX Chemicals
           Corp. (File No.  333-04343)  (filed with the Commission on August 12,
           1996 and incorporated herein by reference).

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares 
           being registered.

15.1*      Letter  relating  to  unaudited  Interim  Financial  Information from
           Deloitte & Touche LLP.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Coopers & Lybrand L.L.P.

                                      II-4
23.3*      Consent of Andrews & Kurth L.L.P. (included in the opinion filed as 
           Exhibit 5.1 to this Registration Statement).

24.1*      Powers of Attorney (set forth on the signature page of this
           Registration Statement).

----------------------------
*filed herewith

ITEM 9.    UNDERTAKINGS

           The undersigned 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;

                           (ii) To reflect in the prospectus any facts or events
           arising after the effective  date of the  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. Notwithstanding
           the  foregoing,  any  increase or  decrease  in volume of  securities
           offered (if the total dollar value of  securities  offered  would not
           exceed that which was  registered)  and any deviation from the low or
           high end of the estimated  maximum offering range may be reflected in
           the form of  prospectus  filed with the  Commission  pursuant to Rule
           424(b)  if,  in the  aggregate,  the  changes  in  volume  and  price
           represent no more than a 20 percent  change in the maximum  aggregate
           offering price set forth in the  "Calculation  of  Registration  Fee"
           table in the effective Registration Statement; and

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

Provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Exchange Act that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, 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.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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.

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  provisions  described  in  Item 6 of  this
Registration

                                      II-5
Statement, or otherwise,  the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities 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 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  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of  1933,  as
amended, 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 Houston, State of Texas, on the 15th day of May,
1998.

                        STERLING CHEMICALS HOLDINGS, INC.

                                    By:  /s/ PETER W. DE LEEUW
                                       ----------------------------
                                       Peter W. De Leeuw
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned officers and
directors  of  STERLING   CHEMICALS   HOLDINGS,   INC.  (the  "Company")  hereby
constitutes  and appoints Peter W. De Leeuw,  Gary M. Spitz and David G. Elkins,
and each one of them (with full  power to each of them to act  alone),  his true
and lawful attorney-in-fact and agent, with full power of substitution,  for him
and on his behalf and in his name,  place and stead,  in any and all capacities,
to sign,  execute and file this Registration  Statement under the Securities Act
of 1933, as amended, and any or all amendments  (including,  without limitation,
post-effective amendments), with all exhibits and any and all documents required
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority,  granting unto such  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 in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do, if personally  present,  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.

      PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES ACT OF 1933, AS AMENDED,
THIS  REGISTRATION  STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING  PERSONS IN
THE CAPACITIES AND ON THE 15TH DAY OF MAY, 1998.

        Signature                                    Title
        ---------                                    -----

   /s/ FRANK P. DIASSI               Chairman of the Board of Directors
---------------------------
     Frank P. Diassi

  /s/ PETER W. DE LEEUW              President, Chief Executive Officer
---------------------------          and Director (Principal Executive Officer)
    Peter W. De Leeuw                

   /s/ ROBERT W. ROTEN               Vice Chairman of the Board of Directors
---------------------------
     Robert W. Roten

                                      II-7
/s/ ALLAN R. DRAGONE               Director
---------------------------
     Allan R. Dragone

  /s/ JOHN L. GARCIA                  Director
--------------------------
      John L. Garcia

                                      Director
--------------------------
     Frank J. Hevrdejs

  /s/ T. HUNTER NELSON                Director
--------------------------
     T. Hunter Nelson

  /s/ GEORGE J. DAMIRIS               Director
--------------------------
     George J. Damiris

  /s/ ROLF H. TOWE                    Director
--------------------------                    
       Rolf H. Towe

  /s/ GARY M. SPITZ                   Vice President and Chief Financial Officer
--------------------------           (Principal Financial Officer)
       Gary M. Spitz                 

  /s/ PAUL G. VANDERHOVEN             Controller (Principal Accounting Officer)
-------------------------
      Paul G. Vanderhoven

                                      II-8
INDEX TO EXHIBITS

Exhibit
Number     Description
------     -----------

4.1        Restated  Certificate  of  Incorporation  of the  Company  (filed  as
           Exhibit 3.1 to the  Company's  Quarterly  Report on Form 10-Q for the
           quarter ended June 30, 1997 and incorporated herein by reference).

4.2        Restated Bylaws of the Company (filed as Exhibit 3.3 to the Company's
           Annual  Report on Form 10-K for the fiscal year ended  September  30,
           1996 and incorporated herein by reference).

4.3        Sterling Chemicals Holdings,  Inc. Omnibus Stock Awards and Incentive
           Plan, as amended  (filed as Exhibit 10.1 to the  Company's  Quarterly
           Report on Form 10-Q for the fiscal  quarter  ended March 31, 1998 and
           incorporated herein by reference).

4.4        Stockholders  Agreement  (filed as Exhibit  4.10 to the  Registration
           Statement on Form S-1/A of STX  Acquisition  Corp.  and STX Chemicals
           Corp. (File No. 333-04343) (filed with the Commission on July 3, 1996
           and incorporated herein by reference).

4.5        First Amendment to Sterling Chemicals  Holdings,  Inc.  Stockholder's
           Agreement (filed as Exhibit 4.7 to the Company's  Quarterly Report on
           Form  10-Q  for  the  fiscal   quarter   ended  March  31,  1998  and
           incorporated herein by reference).

4.6        Registration   Rights   Agreement  (filed  as  Exhibit  4.11  to  the
           Registration Statement on Form S-1/A of STX Acquisition Corp. and STX
           Chemicals Corp.  (File No.  333-04343)  (filed with the Commission on
           July 3, 1996 and incorporated herein by reference).

4.7        Amended and Restated  Voting  Agreement  (filed as Exhibit 4.5 to the
           Company's  Quarterly  Report on Form 10-Q for the quarter  ended June
           30, 1997 and incorporated herein by reference).

4.8        Tag-Along  Agreement  (filed  as  Exhibit  4.13  to the  Registration
           Statement on Form S-1/A of STX  Acquisition  Corp.  and STX Chemicals
           Corp. (File No.  333-04343)  (filed with the Commission on August 12,
           1996 and incorporated herein by reference).

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares
           being registered.

15.1*      Letter  relating  to  unaudited  Interim  Financial  Information from
           Deloitte & Touche LLP.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Coopers & Lybrand L.L.P.

23.3*      Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
           Exhibit 5.1 to this Registration Statement).

24.1*      Powers of Attorney (set forth on the signature page of this
           Registration Statement).

----------------------------
*filed herewith

                                      II-9