REXENE CORP
DEFA14A, 1997-04-25
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
                                (Amendment No. )

[X]  Filed by the Registrant
[ ]  Filed by a Party other than the Registrant


Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only
         (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                               REXENE CORPORATION
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)



- --------------------------------------------------------------------------------
               (Name of Person(s) Filing Proxy Statement, if other
                              than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]     No fee required.
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

      1)    Title of each class of securities to which transaction applies:

      2)    Aggregate number of securities to which transaction applies:

      3)    Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):

      4)    Proposed maximum aggregate value of transaction:

      5)    Total fee paid

[ ]      Fee paid previously with preliminary materials.
[ ]      Check box if any part of the fee is offset as provided by Exchange
         Act Rule 0-11(a)(2) and identify the filing for which the offsetting
         fee was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

     1)           Amount Previously Paid:            $

     2)           Form, Schedule or Registration Statement No.:

     3)           Filing Party:

     4)           Date Filed:


<PAGE>
REXENE 
   Corporation
- --------------------------------------------------------------------------------
                5005 LBJ Freeway - Suite 500 - Occidental Tower
                        Dallas, TX 75224 - 972-450-9000

                                                                    CONTACT:
                                                                    Neil Devroy
                                                                    972-450-9101


REXENE AGREES TO DUE DILIGENCE WITH HUNTSMAN PENDING SIGNING OF
                                  CONFIDENTIALITY AGREEMENT


        Dallas, TX - April 25, 1997 - Rexene Corporation (NYSE:RXN) announced
today it has sent the following letter to Jon Huntsman, Chairman and CEO of
Huntsman Corporation.


(Letter follows)


April 25, 1997



Mr. Jon Huntsman
Huntsman Corporation
500 Huntsman Way
Salt Lake City, Utah  84108

Dear Mr. Huntsman:

Thank you for your letter of April 24, 1997.

The letters furnished by your potential financing sources do not, as you know,
commit them to provide any funds for an acquisition of Rexene. They all note,
among other conditions and contingencies, their need to complete a due diligence
review of Rexene and the creation of a satisfactory capital structure to effect
the transaction.

Notwithstanding the foregoing, we are prepared to move forward and provide you
with due diligence. Due diligence can proceed as soon as you sign and return the
confidentiality agreement. We look forward to receiving the confidentiality
agreement and to discussing any modifications that you believe are appropriate.
Please do not hesitate to call me or our counsel.



Very truly yours,

/s/ Andrew J. Smith

Andrew J. Smith



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