As filed with the Securities and Exchange Commission on September 19th, 1996
                                                        Registration No. 333-


                       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
          (Address, including zip code, of Principal Executive Offices)


                        Sterling Chemicals Holdings, Inc.
                        1996 Employee Stock Purchase Plan

                            (Full title of the plan)


                                F. Maxwell Evans
                  Vice President, General Counsel and Secretary
                        Sterling Chemicals Holdings, Inc.
                          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:

                                 David J. Graham
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200

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




                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                                      Proposed           Proposed
                                                    Amount            Maximum            Maximum           Amount of
                                                     to be         Offering Price       Aggregate         Registration
     Title of Securities to be Registered         registered         Per Share        Offering Price          Fee
                                                    250,000            $12.00           $3,000,000           $1,035
<S>                                             <C>              <C>                 <C>               <C> 
Common Stock, $0.01 per share
=============================================== ===============  ==================  ================  ==================
</TABLE>




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         Sterling Chemicals  Holdings,  Inc. (the "Company") hereby incorporates
by reference the documents listed below. In addition, all documents subsequently
filed by the  Company  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"),  (prior to
the filing of a post-effective amendment which indicates that all the 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 thereof from the date of filing of such documents.

          (a)  The Company's  prospectus  filed with the Securities and Exchange
               Commission  (the  "Commission")  on August 16, 1996,  pursuant to
               Rule 424(b)  under the  Securities  Act of 1933,  as amended (the
               "Securities   Act"),   which   prospectus  is  contained  in  the
               registration  statement  on Form S-1  (Reg.  No.  333-04343),  as
               amended.

          (b)  The Company's Current Report on Form 8-K, dated as of October 31,
               1995.

          (c)  The Company's  Current  Report on Form 8-K,  dated as of December
               18, 1995.

          (d)  The Company's  Current  Report on Form 8-K, dated as of April 26,
               1996, as amended on Form 8-K/A.

          (e)  The Company's  Current Report on Form 8-K, dated as of August 21,
               1996.

          (f)  The Company's Quarterly Report on Form 10-Q, for the three months
               ended December 31, 1996.

          (g)  The Company's  Quarterly Report on Form 10-Q for the three months
               ended March 31, 1996.

          (h)  The Company's  Quarterly Report on Form 10-Q for the three months
               ended June 30, 1996.

          (i)  The  Company's  Registration  Statement  on Form 8-A, as amended,
               dated as of September 20, 1988.

Item 4.  Description of Securities.

         Not applicable. 

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.




                                      II-2

<PAGE>



Item 6.  Indemnification of Officers and Directors.

         The Delaware General Corporate Law (the "DGCL") authorizes corporations
to limit or eliminate the personal  liability of directors to  corporations  and
their  stockholders for monetary damages for breach of directors  fiduciary duty
of  care.  The  duty of  care  requires  that,  when  acting  on  behalf  of the
corporation,  directors must exercise an informed business judgment based on all
material  information  reasonably  available  to them.  Absent  the  limitations
authorized by such  legislation,  directors are accountable to corporations  and
their   stockholders  for  monetary  damages  for  conduct   constituting  gross
negligence  in the  exercise of their duty of care.  Although  the DGCL does not
change  directors'  duty of care,  it enables  corporations  to limit  available
relief to equitable  remedies such as injunction  or  rescission.  The Company's
Certificate  of  Incorporation  (the  "Charter")  limits  the  liability  of the
Company's  directors to the Company or its  stockholders  (in their  capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by the DGCL.  Specifically,  directors  of the  Company  will not be  personally
liable for  monetary  damages  for breach of a  director's  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the Company 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.  The  inclusion  of this
provision  in the  Charter  may have the effect of reducing  the  likelihood  of
derivative litigation against directors and may discourage or deter stockholders
or management from bringing a lawsuit against directors for breach of their duty
of care,  even  though  such an action,  if  successful,  might  otherwise  have
benefited the Company and its stockholders.

          The Sterling  Chemicals  Holdings,  Inc. 1996 Employee  Stock Purchase
Plan (the "Plan")  provides that neither the Committee of the Company's Board of
Directors which  administers the Plan nor any member thereof shall be liable for
any  act,  omission,  interpretation,  construction  or  determination  made  in
connection  with the Plan in good faith,  and the members of the Committee shall
be entitled to  indemnification  and  reimbursement by the Company in respect of
any claim, loss, damage or expense (including counsel fees) arising therefrom to
the full extent  permitted  by law,  the  Company's  Charter  and the  Company's
Bylaws.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number            Description

    5.1           Opinion of Andrews & Kurth L.L.P.

   15.1           Letter of Arthur Andersen LLP regarding unaudited interim
                  financial information.

   23.1           Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

   23.2           Consent of Deloitte & Touche LLP.

   23.3           Consent of Coopers & Lybrand L.L.P.

   24.1           Power of Attorney (included in signature page).

   99.1           Sterling Chemicals Holdings, Inc. 1996 Employee Stock
                  Purchase Plan.



                                      II-3

<PAGE>





Item 9.   Undertakings

         (a)      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 of 1933;

                         (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;

                         (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 this Registration Statement;

                         Provided,   however,   that  paragraphs  (a)(1)(i)  and
                    (a)(1)(ii) above do not apply if the information required to
                    be  included  in  a   post-effective   amendment   by  those
                    paragraphs  is  contained in periodic  reports  filed by the
                    Company  pursuant  to  Section  13 or  Section  15(d) of the
                    Securities  Exchange  Act of 1934 that are  incorporated  by
                    reference in the 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 undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual report  pursuant to Section  13(a) or 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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.


                                      II-4

<PAGE>



                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, 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  18th  day of
September, 1996.

                               STERLING CHEMICALS HOLDINGS, INC.


                               By: /s/ F. Maxwell Evans
                                   ------------------------
                                  F. Maxwell Evans
                                  Vice President, General Counsel and Secretary

                                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 F. Maxwell  Evans and Jim P. Wise, or either 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,  this
  registration  statement  has  been  signed  by the  following  persons  in the
  capacities and on the dates indicated.

<TABLE>
<CAPTION>

                 Signature                                        Title                                Date

<S>                                           <C>                                              <C>   

  /s/Frank P. Diassi                          Chairman of the Board of Directors               September 18, 1996
  ------------------
     Frank P. Diassi
                                          


  /s/ Robert W. Roten                         President, Chief Executive Officer and           September 18, 1996
  -------------------                         Director (principal executive officer)           
  Robert W. Roten                             


  /s/ Jim P. Wise                             Vice President - Finance and Chief               September 18, 1996
  -------------------                         Financial Officer (principal financial and
  Jim P. Wise                                 accounting officer)                              



                                      II-5

<PAGE>







  /s/F. Maxwell Evans                         Vice President, General Counsel and
- ------------------------                      Secretary                                       September 18, 1996
  F. Maxwell Evans
 
  /s/J. Virgil Waggoner                       Director                                        September 18, 1996
- ------------------------
  J. Virgil Waggoner                                                                  



  /s/ Robert B. Calhoun                       Director                                        September 18, 1996
- ------------------------
  Robert B. Calhoun                                                                  


 -----------------------                      Director                                         
  Allan R. Dragone                                                                  


  /s/ John L. Garcia                          Director                                        September 18, 1996
- ------------------------
  John L. Garcia                                                                     


  /s/ George B. Gregory                       Director                                        September 18, 1996
- ------------------------
  George B. Gregory                                                                  



  /s/ Frank J. Hevrdejs                       Director                                        September 18, 1996
- ------------------------
  Frank J. Hevrdejs                                    
                                                                                      


- ------------------------                      Director                                         
  Hunter Nelson

</TABLE>



                                    II-6

<PAGE>



                                  EXHIBIT INDEX

  Exhibit
  Number

  5.1      Opinion of Andrews & Kurth L.L.P.

 15.1      Letter of Arthur Andersen LLP regarding unaudited interim financial
           information.

 23.1      Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

 23.2      Consent of Deloitte & Touche LLP

 23.3      Consent of Coopers & Lybrand, L.L.P.

 24.1      Power of Attorney (included in signature page).

 99.1      Sterling Chemicals Holdings, Inc. 1996 Employee Stock Purchase Plan
[{"type": "S-8", "sequence": "1", "description": "STERLING CHEMICALS HOLDINGS INC. FORM S-8", "secsgml_size_bytes": 18778}]
{"company-data": {"conformed-name": "STERLING CHEMICALS HOLDINGS INC", "cik": "0000795662", "assigned-sic": "2860", "irs-number": "760185186", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12303", "film-number": "96632187"}, "business-address": {"street1": "1200 SMITH ST, SUITE 1900", "city": "HOUSTON", "state": "TX", "zip": "77002-4312", "phone": "7136503700"}, "mail-address": {"street1": "1200 SMITH ST SUITE 1900", "city": "HOUSTON", "state": "TX", "zip": "77002-4312"}, "former-company": {"former-conformed-name": "STERLING CHEMICALS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 19th, 1996
                                                        Registration No. 333-

                       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
          (Address, including zip code, of Principal Executive Offices)

                        Sterling Chemicals Holdings, Inc.
                        1996 Employee Stock Purchase Plan

                            (Full title of the plan)

                                F. Maxwell Evans
                  Vice President, General Counsel and Secretary
                        Sterling Chemicals Holdings, Inc.
                          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:

                                 David J. Graham
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200

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

                         CALCULATION OF REGISTRATION FEE
Proposed           Proposed
                                                    Amount            Maximum            Maximum           Amount of
                                                     to be         Offering Price       Aggregate         Registration
     Title of Securities to be Registered         registered         Per Share        Offering Price          Fee
                                                    250,000            $12.00           $3,000,000           $1,035
Common Stock, $0.01 per share
=============================================== ===============  ==================  ================  ==================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Sterling Chemicals  Holdings,  Inc. (the "Company") hereby incorporates
by reference the documents listed below. In addition, all documents subsequently
filed by the  Company  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"),  (prior to
the filing of a post-effective amendment which indicates that all the 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 thereof from the date of filing of such documents.

          (a)  The Company's  prospectus  filed with the Securities and Exchange
               Commission  (the  "Commission")  on August 16, 1996,  pursuant to
               Rule 424(b)  under the  Securities  Act of 1933,  as amended (the
               "Securities   Act"),   which   prospectus  is  contained  in  the
               registration  statement  on Form S-1  (Reg.  No.  333-04343),  as
               amended.

          (b)  The Company's Current Report on Form 8-K, dated as of October 31,
               1995.

          (c)  The Company's  Current  Report on Form 8-K,  dated as of December
               18, 1995.

          (d)  The Company's  Current  Report on Form 8-K, dated as of April 26,
               1996, as amended on Form 8-K/A.

          (e)  The Company's  Current Report on Form 8-K, dated as of August 21,
               1996.

          (f)  The Company's Quarterly Report on Form 10-Q, for the three months
               ended December 31, 1996.

          (g)  The Company's  Quarterly Report on Form 10-Q for the three months
               ended March 31, 1996.

          (h)  The Company's  Quarterly Report on Form 10-Q for the three months
               ended June 30, 1996.

          (i)  The  Company's  Registration  Statement  on Form 8-A, as amended,
               dated as of September 20, 1988.

Item 4.  Description of Securities.

         Not applicable. 

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                      II-2
Item 6.  Indemnification of Officers and Directors.

         The Delaware General Corporate Law (the "DGCL") authorizes corporations
to limit or eliminate the personal  liability of directors to  corporations  and
their  stockholders for monetary damages for breach of directors  fiduciary duty
of  care.  The  duty of  care  requires  that,  when  acting  on  behalf  of the
corporation,  directors must exercise an informed business judgment based on all
material  information  reasonably  available  to them.  Absent  the  limitations
authorized by such  legislation,  directors are accountable to corporations  and
their   stockholders  for  monetary  damages  for  conduct   constituting  gross
negligence  in the  exercise of their duty of care.  Although  the DGCL does not
change  directors'  duty of care,  it enables  corporations  to limit  available
relief to equitable  remedies such as injunction  or  rescission.  The Company's
Certificate  of  Incorporation  (the  "Charter")  limits  the  liability  of the
Company's  directors to the Company or its  stockholders  (in their  capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by the DGCL.  Specifically,  directors  of the  Company  will not be  personally
liable for  monetary  damages  for breach of a  director's  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the Company 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.  The  inclusion  of this
provision  in the  Charter  may have the effect of reducing  the  likelihood  of
derivative litigation against directors and may discourage or deter stockholders
or management from bringing a lawsuit against directors for breach of their duty
of care,  even  though  such an action,  if  successful,  might  otherwise  have
benefited the Company and its stockholders.

          The Sterling  Chemicals  Holdings,  Inc. 1996 Employee  Stock Purchase
Plan (the "Plan")  provides that neither the Committee of the Company's Board of
Directors which  administers the Plan nor any member thereof shall be liable for
any  act,  omission,  interpretation,  construction  or  determination  made  in
connection  with the Plan in good faith,  and the members of the Committee shall
be entitled to  indemnification  and  reimbursement by the Company in respect of
any claim, loss, damage or expense (including counsel fees) arising therefrom to
the full extent  permitted  by law,  the  Company's  Charter  and the  Company's
Bylaws.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number            Description

    5.1           Opinion of Andrews & Kurth L.L.P.

   15.1           Letter of Arthur Andersen LLP regarding unaudited interim
                  financial information.

   23.1           Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

   23.2           Consent of Deloitte & Touche LLP.

   23.3           Consent of Coopers & Lybrand L.L.P.

   24.1           Power of Attorney (included in signature page).

   99.1           Sterling Chemicals Holdings, Inc. 1996 Employee Stock
                  Purchase Plan.

                                      II-3
Item 9.   Undertakings

         (a)      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 of 1933;

                         (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;

                         (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 this Registration Statement;

                         Provided,   however,   that  paragraphs  (a)(1)(i)  and
                    (a)(1)(ii) above do not apply if the information required to
                    be  included  in  a   post-effective   amendment   by  those
                    paragraphs  is  contained in periodic  reports  filed by the
                    Company  pursuant  to  Section  13 or  Section  15(d) of the
                    Securities  Exchange  Act of 1934 that are  incorporated  by
                    reference in the 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 undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual report  pursuant to Section  13(a) or 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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.

                                      II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, 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  18th  day of
September, 1996.

                               STERLING CHEMICALS HOLDINGS, INC.

                               By: /s/ F. Maxwell Evans
                                   ------------------------
                                  F. Maxwell Evans
                                  Vice President, General Counsel and Secretary

                                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 F. Maxwell  Evans and Jim P. Wise, or either 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,  this
  registration  statement  has  been  signed  by the  following  persons  in the
  capacities and on the dates indicated.
Signature                                        Title                                Date
/s/Frank P. Diassi                          Chairman of the Board of Directors               September 18, 1996
  ------------------
     Frank P. Diassi
                                          

  /s/ Robert W. Roten                         President, Chief Executive Officer and           September 18, 1996
  -------------------                         Director (principal executive officer)           
  Robert W. Roten                             

  /s/ Jim P. Wise                             Vice President - Finance and Chief               September 18, 1996
  -------------------                         Financial Officer (principal financial and
  Jim P. Wise                                 accounting officer)                              

                                      II-5
/s/F. Maxwell Evans                         Vice President, General Counsel and
- ------------------------                      Secretary                                       September 18, 1996
  F. Maxwell Evans
 
  /s/J. Virgil Waggoner                       Director                                        September 18, 1996
- ------------------------
  J. Virgil Waggoner                                                                  

  /s/ Robert B. Calhoun                       Director                                        September 18, 1996
- ------------------------
  Robert B. Calhoun                                                                  

 -----------------------                      Director                                         
  Allan R. Dragone                                                                  

  /s/ John L. Garcia                          Director                                        September 18, 1996
- ------------------------
  John L. Garcia                                                                     

  /s/ George B. Gregory                       Director                                        September 18, 1996
- ------------------------
  George B. Gregory                                                                  

  /s/ Frank J. Hevrdejs                       Director                                        September 18, 1996
- ------------------------
  Frank J. Hevrdejs                                    
                                                                                      

- ------------------------                      Director                                         
  Hunter Nelson
II-6
EXHIBIT INDEX

  Exhibit
  Number

  5.1      Opinion of Andrews & Kurth L.L.P.

 15.1      Letter of Arthur Andersen LLP regarding unaudited interim financial
           information.

 23.1      Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

 23.2      Consent of Deloitte & Touche LLP

 23.3      Consent of Coopers & Lybrand, L.L.P.

 24.1      Power of Attorney (included in signature page).

 99.1      Sterling Chemicals Holdings, Inc. 1996 Employee Stock Purchase Plan