<PAGE>
<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
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 Section 240.14a-11(c) or Section
240.14a-12
REXENE CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
GUY P. WYSER-PRATTE AND SPEAR, LEEDS & KELLOGG
.................................................................
(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)(1)
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>
<PAGE>
NEWS RELEASE
[LETTERHEAD MACKENZIE PARTNERS, INC]
CONTACT:
Stanley J. Kay, Jr.
MacKenzie Partners, Inc.
212/929-5940
FOR IMMEDIATE RELEASE:
WYSER-PRATTE/SPEAR LEEDS GRATIFIED BY START OF
REXENE ACQUISITION NEGOTIATIONS
NEW YORK, NEW YORK, May 20, 1997 -- Wyser-Pratte & Co., Inc. and Spear, Leeds &
Kellogg stated today that they were pleased that acquisition discussions had
begun between Rexene Corporation (NYSE: RXN) and Huntsman Corporation.
They said that shareholders expected the Rexene board to make a good faith
effort to reach an agreement for the acquisition of the Company by Huntsman for
$16 per share.
Wyser-Pratte/ Spear Leeds stated that if the negotiations do not reach a
successful conclusion, they will resume their efforts to replace the board with
directors committed to a sale of the Company on advantageous terms.
They also said that, in keeping with the actions taken at the time of the prior
adjournment, the Company should extend the expiration date for the Dutch auction
tender offer past the new meeting date scheduled for June 12 and should retain
the existing record date of April 18 for the June 12 shareholders meeting.
# # #