STERLING CHEMICALS INC
8-K, 1995-12-18
INDUSTRIAL ORGANIC CHEMICALS
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                            FORM 8-K


                         CURRENT REPORT


             Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported):
                       December 18, 1995



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




        Delaware                1-10059              76-0185186
 (State of Incorporation) (Commission File Number)    (IRS Employer
                                                    Identification No.)

                                
            1200 Smith Street, Suite 1900
            Houston, Texas                      77002- 4312
      (Address of principal executive offices)   (Zip Code)



          Registrant's telephone number, including area
                   code         (713) 650-3700


<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant.

     On  October  25, 1995, the Audit Committee of the  Board  of
Directors of Sterling Chemicals, Inc. (the "Company") recommended
and the Board of Directors of the Company approved the engagement
of  the  firm of Arthur Andersen LLP ("Arthur Andersen")  as  the
Company's independent auditors for the year ending September  30,
1996, to replace the firm of Coopers & Lybrand L.L.P. ("Coopers &
Lybrand").  This  was reported in a Current Report  on  Form  8-K
filed on November 1, 1995. The termination by the Company of  the
engagement of Coopers & Lybrand was effective upon the completion
of  the  audit  for the year ended September 30,  1995,  and  the
filing of the Company's Annual Report on Form 10-K for such year.
Such filing occured on December 18, 1995.

     During  the fiscal years ended September 30, 1994 and  1995,
and  the  subsequent  interim period through December  18,  1995,
there  were no disagreements with Coopers & Lybrand on any matter
of   accounting  principles  or  practices,  financial  statement
disclosure, or audit scope or procedure, which disagreements,  if
not  resolved  to their satisfaction, would have caused  them  to
make  reference  in connection with their report to  the  subject
matter of the disagreement.

     During  the fiscal years ended September 30, 1994 and  1995,
and  the subsequent interim period through December 18, 1995, the
Company has not been advised by Coopers & Lybrand of any  of  the
reportable events listed in Item 304(a)(1)(v)(A) through  (D)  of
Regulation S-K.

     The  audit  reports of Coopers & Lybrand on the consolidated
financial  statements of the Company as of  and  for  the  fiscal
years  ended  September 30, 1994 and 1995, did  not  contain  any
adverse opinion or disclaimer of opinion, nor were they qualified
or   modified  as  to  uncertainty,  audit  scope  or  accounting
principles, except for an explanatory paragraph noting  that  the
Company  changed  its  method  of  accounting  for  income  taxes
effective October 1, 1993.

     At  the  request  of  the  Company, Coopers  &  Lybrand  has
furnished  it  with  a letter, addressed to  the  Securities  and
Exchange   Commission,  stating  whether  it  agrees   with   the
statements made by the Company in response to this Item 4 and, if
not, stating the respects in which it does not agree.  A copy  of
Coopers  &  Lybrand 's letter is attached as Exhibit 16  to  this
Report on Form 8-K.

<PAGE>

Item 7.  Financial Statements and Exhibits.

     (c)  Exhibits.

           16.   Letter  from  Coopers  &  Lybrand  L.L.P.  dated
                  December 18, 1995.

<PAGE>

                           SIGNATURES
                                
                                
      Pursuant to the requirements of the Securities Exchange Act
of  1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


Date:  December 18, 1995    STERLING CHEMICALS, INC.



                            By:/s/ Jim P. Wise
                               Jim P. Wise
                               Vice President - Finance and
                               Chief Financial Officer

<PAGE>

                          EXHIBIT INDEX
Exhibit
Number                   Description of Exhibit          Page

  16        Letter from Coopers & Lybrand L.L.P. dated
              December 18, 1995.                            5
                                                                 

<PAGE>

                           EXHIBIT 16
                                

December 18, 1995

Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Gentlemen:

We have read the statements made by Sterling Chemicals, Inc.,
which we understand will be filed with the Commission, pursuant
to Item 4 of Form 8-K, as part of the Company's Form 8-K report
dated December 18, 1995. We agree with the statements concerning
our Firm in such Form 8-K.


Very truly yours,


Coopers & Lybrand L.L.P.



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