<PAGE> 1
EXHIBIT 3.3
CERTIFICATE OF LIMITED PARTNERSHIP
OF
TEXAS PETROCHEMICALS LP
1. The name of the limited partnership is Texas Petrochemicals LP.
2. The address of the registered officer and the registered agent in Texas
is:
1021 Main Street, Suite 1150
Houston, Texas 77002
3. The name of its registered agent in Texas at such address is: CT
Corporation System.
4. The address of the principal office where records that are required to
be kept will be kept or made available is:
Three Riverway, Suite 1500
Houston, Texas 77056
5. The name, the mailing address, and the street address of the business
of each general partner is as follows:
<TABLE>
<CAPTION>
NAME MAILING ADDRESS STREET ADDRESS
<S> <C> <C>
TPC Holding Corp. Three Riverway, Suite 1500 Three Riverway, Suite 1500
Houston, Texas 77056 Houston, Texas 77056
</TABLE>
6. The limited partnership is being formed pursuant to a Plan of
Conversion under Section 2.15 of the Texas Revised Limited Partnership
Act and Section 5.17 of the Texas Business Corporation Act. The
effective time of the conversion will be 11:59 p.m., Houston, Texas
time, on June 30, 2000.
7. The converting entity is a Texas corporation formed on December 20,
1973. The name, mailing address, and street address of the converting
entity is as follows:
<TABLE>
<CAPTION>
NAME MAILING ADDRESS STREET ADDRESS
<S> <C> <C>
Texas Petrochemicals Corporation Three Riverway, Suite 1500 Three Riverway, Suite 1500
Houston, Texas 77056 Houston, Texas 77056
</TABLE>
(The signature page follows.)
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Date signed: June 30, 2000
TPC HOLDING CORP., GENERAL PARTNER
By: /s/ Stephen R. Wright
---------------------
Name: Stephen R. Wright
-------------------
Title: Vice President
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