STERLING CHEMICALS INC
8-K, 1995-10-31
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):
                         October 25, 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>  2

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 as its independent  auditors
for  the  year ending September 30, 1996, to replace the firm  of
Coopers & Lybrand L.L.P.  The termination by the Company  of  the
engagement of Coopers & Lybrand L.L.P. will be effective upon the
completion of the current audit for the year ended September  30,
1995, and the filing of the Company's Annual Report on Form  10-K
for such year.

     During  the  two most recent fiscal years and the subsequent
interim   period  through  October  30,  1995,  there   were   no
disagreements  with Coopers & Lybrand L.L.P.  on  any  matter  of
accounting   principles   or   practices,   financial   statement
disclosure, or audit scope or procedures, 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  two most recent fiscal years and the subsequent
interim period through October 30, 1995, the Company has not been
advised  by  Coopers & Lybrand L.L.P. of any  of  the  reportable
events listed in Item 304(a)(1)(v)(A) through (D) of Regulation S-
K  and  during  such  period the Company has not  consulted  with
Arthur  Andersen LLP regarding any matter referenced  under  Item
304(a)(2) of Regulation S-K.

     The  audit  reports  of  Coopers &  Lybrand  L.L.P.  on  the
consolidated financial statements of the Company as  of  and  for
the  fiscal  years  ended September 30, 1993 and  1994,  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 explanatory paragraphs  noting
that   the   Company  changed  its  method  of   accounting   for
postretirement benefits other than pensions effective October  1,
1991  and  that the Company changed its method of accounting  for
income taxes effective October 1, 1993.  As of October 30,  1995,
Coopers  &  Lybrand L.L.P. was in the process of  completing  its
audit of the consolidated financial statements of the Company for
the  fiscal  year  ended September 30, 1995 and  accordingly  the
audit  report for such period had not been issued.   The  Company
does  not anticipate that the report of Coopers & Lybrand  L.L.P.
on  those  financial statements will contain any adverse opinion,
disclaimer, qualification or modification of the types  described
above.

     The  Company  has  requested that Coopers &  Lybrand  L.L.P.
furnish  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 L.L.P.'s letter is attached as Exhibit  16  to
this Report on Form 8-K.

Item 7.  Financial Statements and Exhibits.

     (c)  Exhibits.

      16.  Letter from Coopers & Lybrand L.L.P. dated October 30, 1995.

<PAGE>  3

                           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:  October 30, 1995     STERLING CHEMICALS, INC.



                            By:/s/ JIM P. WISE
                               _____________________________
                               Jim P. Wise
                               Vice President - Finance and
                               Chief Financial Officer
  
<PAGE>  4  

                          EXHIBIT INDEX
Exhibit
Number                   Description of Exhibit                Page
- ------          ------------------------------------------     -----
16               Letter from Coopers & Lybrand L.L.P. dated
                   October 30, 1995.                              5
                                                                 
<PAGE>  5

                           EXHIBIT 16
                                

October 30, 1995

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

Gentlemen:

We have read the statements made by Sterling Chemicals, Inc.,
(copy attached) 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 for the month of October, 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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