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                                                   OMB Number:  3235-0145
                          UNITED STATES            Expires:  October 31, 1994
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                          SCHEDULE 13G


         UNDER THE SECURITIES EXCHANGE ACT OF 1934

                      (AMENDMENT NO. 4)*

                   Sterling Chemicals, Inc.
- - ------------------------------------------------------------------------
                       (Name of Issuer)

              Common Stock par value $0.01 per share
- - ------------------------------------------------------------------------
                (Title of Class of Securities)

                         858903 10 7
- - ------------------------------------------------------------------------
                         (CUSIP Number)


Check the following box if a fee is being paid with this statement [  ].  (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.) 
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).












                           Page 1 of 5 pages


CUSIP NO. 858903 10 7                     13G          

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        Gordon A. Cain
        ###-##-####


2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                    (a) [  ]
        None.                                                       (b) [  ]


3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

        United States



                     5  SOLE VOTING POWER
   NUMBER OF
                                  4,532,850
    SHARES  

  BENEFICIALLY       6  SHARED VOTING POWER

    OWNED BY                      2,100,000

      EACH
                     7  SOLE DISPOSITIVE POWER
    REPORTING
                                  4,532,850
     PERSON

      WITH           8  SHARED DISPOSITIVE POWER

                                  2,100,000

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        4,532,850

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

        [ X ]

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        8.14%

12 TYPE OF REPORTING PERSON*

        IN

                           Page 2 of 5 pages


                                 SCHEDULE 13G

Item 1(a).     Name of Issuer:

     Sterling Chemicals, Inc.

Item 1(b).     Address of Issuer's Principal Executive
               Offices:

     1200 Smith Street, Suite 1900
     Houston, Texas  77002

Item 2(a).     Name of Person Filing:

     Gordon A. Cain

Item 2(b).     Address of Principal Business Office:

     Eight Greenway Plaza, Suite 702
     Houston, Texas  77046

Item 2(c).     Citizenship:

     United States

Item 2(d).     Title of Class of Securities:

     Common Stock, par value $0.01 per share ("Common Stock")

Item 2(e).     CUSIP Number:

     858903 10 7

Item 3.   Not Applicable

Item 4.   Ownership:

          (a)  Amount Beneficially Owned:  Mr. Cain owns beneficially 4,532,850
               shares of Common Stock (including 375,000 shares held in a Keogh
               plan).  This amount excludes 2,100,000 shares owned by a private
               family foundation of which Mr. Cain serves as the Chairman of
               the Board of Trustees.

          (b)  Percent of Class:  8.14%















                           Page 3 of 5 pages


          (c)  Number of Shares as to which such person has:

               (i)  sole power to vote or direct the vote: 4,532,850

              (ii)  shared power to vote or direct the vote: 2,100,000

             (iii)  sole power to dispose or to direct the disposition of: 
                    4,532,850

              (iv)  shared power to dispose or to direct the disposition of:
                    2,100,000

Item 5.   Ownership of Five Percent or Less of a Class:  Not Applicable

Item 6.   Ownership of More than Five Percent on Behalf of Another Person:  Not
          Applicable

Item 7.   Identification and Classification of the Subsidiary Which Acquired
          the Security Being Reported on by the Parent Holding Company:  Not
          Applicable

Item 8.   Identification and Classification of Members of the Group:  Not
          Applicable

Item 9.   Notice of Dissolution of Group:  Not Applicable

Item 10.  Certification:  Not Applicable
































                           Page 4 of 5 pages


                                   Signature


     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:  February __, 1995.




- - -------------------------------------
Gordon A. Cain











































                           Page 5 of 5 pages