EXHIBIT 3.3

                        STERLING CHEMICALS HOLDINGS, INC.

                              Amended and Restated
                     Audit and Compliance Committee Charter

                             PRELIMINARY STATEMENTS

              WHEREAS, the Board of Directors (the "Board") of Sterling
Chemicals Holdings, Inc. (the "Corporation") has heretofore established and
designated a standing committee of the Board known as the Audit and Compliance
Committee (the "Committee");

              WHEREAS, the Board has heretofore delegated oversight
responsibility to the Committee for the financial reporting, control and audit
functions of the Board and for compliance and monitoring programs, corporate
information and reporting systems and similar matters; and

              WHEREAS, the Board has heretofore adopted an Audit and Compliance
Committee Charter governing the composition, duties and responsibilities of the
Committee; and

              WHEREAS, the Board desires to amend the Audit and Compliance
Committee Charter and to restate the Audit and Compliance Committee Charter in
its entirety;

              NOW, THEREFORE, IT IS HEREBY RESOLVED that this Amended and
Restated Audit and Compliance Committee Charter (this "Charter") be, and it
hereby is, adopted and approved as the Charter of the Committee.

ROLE OF THE COMMITTEE

              The Committee shall act on behalf of the Board and oversee all
material aspects of the Corporation's financial reporting, control, audit and
compliance functions, except those reserved by the Board and those related to
the responsibilities of another standing committee of the Board. The Committee's
role includes a particular focus on the qualitative aspects of financial
reporting to the Corporation's stockholders, the Corporation's processes for the
management of financial risk and compliance with significant applicable legal,
ethical and regulatory requirements. The Committee shall review, discuss and
assess its own performance, as well as its role and responsibilities, and may
make recommendations to the Board regarding changes in the Committee's role or
responsibilities or this Charter. The Board shall review the adequacy of this
Charter at least once annually.

              While the Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Committee to prepare financial
statements, to plan or conduct audits or to assure that the Corporation's
financial statements are complete and accurate or in accordance with generally
accepted accounting principles. Management is solely responsible for preparing
the financial statements and implementing internal controls and the
Corporation's external auditors are solely responsible for auditing the
financial statements and monitoring the




affectiveness of the internal controls. Nor is it the duty of the Committee to
conduct investigations, to resolve disagreements (if any) between management and
the Corporation's external auditors or to assure compliance with the
Corporation's policies or any laws, rules, regulations, permits or licenses.

COMPOSITION OF THE COMMITTEE

              The Committee shall consist of such number of directors (not less
than three) as the Board shall determine from time to time. Each member of the
Committee, including it chairman and any alternate members, shall be appointed
by the Board, shall serve at the pleasure of the Board and may be removed at any
time by the Board (with or without cause). Each Committee member shall (i) be
independent of management and free from any relationship that, in the opinion of
the Board, would interfere with the exercise of independent judgment as a member
of the Committee, (ii) have general knowledge of the primary industries in which
the Corporation operates, (iii) have the ability to read and understand
fundamental financial statements, including a balance sheet, income statement
and statement of cash flow and (iv) have the ability to understand key financial
risks and related controls and control processes. At least one member of the
Committee should be literate in business and financial reporting and control,
including knowledge of regulatory requirements, and should have past employment
experience in finance or accounting (or other comparable financial
sophistication or financial management expertise). No member of the Committee
may serve on the Compensation Committee of the Board at any time while such
member is a member of the Committee. The term of each member of the Committee
shall be determined in accordance with the Bylaws of the Corporation. The Board
shall have the power at any time to fill vacancies in, to change the membership
of or to dissolve the Committee.

COMMITTEE OPERATING PRINCIPLES

              The Committee shall fulfill its responsibilities within the
context of the following overriding principles:

              o     Working Relationships - The Committee should maintain
                    strong, positive working relationships with management,
                    members of other committees of the Board and key advisors,
                    including internal and external auditors, accountants and
                    attorneys.

              o     Communications and Coordination - The Committee should
                    strive to keep fully informed of current and prospective
                    issues facing the Corporation through, communications with
                    senior management, other standing committees of the Board
                    and key advisors, including internal and external auditors,
                    accountants and attorneys. In addition, the Committee should
                    strive to coordinate its compliance activities with the
                    Environmental, Health and Safety Committee of the
                    Corporation and the other standing committees of the Board.


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              o     Education - The Committee should regularly review important
                    financial and operating topics that present potential
                    significant risk to the Corporation. Each member of the
                    Committee is encouraged to participate in relevant and
                    appropriate self-study education to assure understanding of
                    the business of the Corporation and its subsidiaries and the
                    environment in which they operate.

              o     Expectations and Information Needs - The Committee should
                    communicate its expectations and the nature, timing and
                    extent of information it requires to management and internal
                    and external auditors, accountants and attorneys. Written
                    materials, including key performance indicators and measures
                    related to key financial risks, should be provided to the
                    Committee by management at least one week in advance of any
                    meeting of the Committee at which such materials will be
                    discussed.

The Committee shall have direct access to the financial, legal and other staff
and advisors of the Corporation and shall have the authority, at the
Corporation's expense, to retain and consult with such professional advisors,
independent auditors and other experts in connection with the performance of its
duties and the exercise of its authority and powers.

MONITORING FINANCIAL REPORTING AND RELATED MATTERS

              Relationship With External Auditors. The external auditors of the
Corporation, in their capacity as independent public accountants, shall be
accountable to the Board and the Committee as representatives of the
stockholders. The Committee shall have primary responsibility for the
relationship between the Corporation and its external auditors. As the
Corporation's external auditors review financial reports and other matters, they
will be report to the Committee. In executing its oversight role with respect to
financial reporting and related matters, the Committee shall:

              o     make recommendations to the Board regarding the selection
                    and termination of the Corporation's external auditors;

              o     review and assess the nature and effect of any non-audit
                    services provided by the external auditors; and

              o     review and assess the external auditors' compensation and
                    the scope and proposed terms of their engagement, including
                    the range of audit and non-audit fees.

The Committee shall annually review the performance (effectiveness, objectivity
and independence) of the Corporation's internal and external auditors. The
Committee shall ensure receipt of a formal written statement from the external
auditors consistent with standards set by the Independence Standards Board.
Additionally, the Committee shall discuss with the auditor relationships or
services that may affect auditor objectivity or independence. If the Committee
is


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not satisfied with any external auditor's assurances of independence, it shall
take or recommend to the Board appropriate action to ensure the independence of
the external auditor.

              Financial Reporting and Controls. The Committee shall be charged
with the responsibility of reviewing the adequacy of the Corporation's financial
statements and financial reporting systems. In this regard, the Committee shall:

              o     review all major financial reports in advance of filings or
                    distributions;

              o     consider major changes and other questions of choice
                    regarding the appropriate auditing and accounting principles
                    and practices to be followed when preparing the
                    Corporation's financial statements, including major
                    financial statement issues and risks and their impact or
                    potential effect on reported financial information and the
                    scope, as well as the level of involvement by external
                    auditors in the preparation and review, of unaudited
                    quarterly or other interim-period information;

              o     review the annual audit plan and the process used to develop
                    the plan and monitor the status of activities;

              o     review the results of each external audit, including any
                    qualifications in the external auditor's opinion, any
                    related management letter, management's responses to
                    recommendations made by the external auditor in connection
                    with the audit and any reports submitted to the Committee by
                    internal auditors (if any) that are material to the
                    Corporation as a whole and management's responses to those
                    reports;

              o     discuss with the Corporation's external auditors (i) methods
                    used to account for significant unusual transactions, (ii)
                    the effect of significant accounting policies in
                    controversial or emerging areas for which there is a lack of
                    authoritative guidance or consensus, (iii) the process used
                    by management in formulating particularly sensitive
                    accounting estimates and the basis for the auditor's
                    conclusion regarding reasonableness of such estimates and
                    (iv) disagreements with management over the application of
                    accounting principles, the basis for management's accounting
                    estimates and the disclosures in the financial statements;
                    and

              o     review the Corporation's annual and quarterly financial
                    statements and the views of management and the Corporation's
                    external auditors on the overall quality of the
                    Corporation's annual and interim financial reporting.

If any internal or external auditor of the Corporation identifies any
significant issue relative to overall Board responsibility that has been
communicated to management but, in their judgment,


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have not been adequately addressed, they should communicate these issues to the
chairman of the Committee.

              Internal Financial Controls. The Committee shall review the
appointment and replacement of the senior internal-auditing executive of the
Corporation (if any) and any key financial management of the Corporation and
shall review the performance of the Corporation's internal auditors (if any).
The Corporation's internal auditors (if any) shall be responsible to the Board
through the Committee. The Committee shall consider, in consultation with the
Corporation's external auditors and the Corporation's senior internal-auditing
executive (if any), the adequacy of the Corporation's internal financial
controls. The Committee shall meet periodically with the senior
internal-auditing executive (if any) to discuss special problems or issues that
may have been encountered by the internal auditors (if any) and review the
implementation of any recommended corrective actions. The Committee shall also
meet periodically with senior management to review the Corporation's major
financial risk exposures.

              Communications With the Board. The Committee shall serve as a
channel of communication between the Corporation's external auditors and the
Board and between the Corporation's senior internal-auditing executive (if any)
and the Board.

              Regulatory Examinations. The Committee shall review and assess any
SEC inquiries and the results of examination by other regulatory authorities in
terms of important findings, recommendations and management's response.

COMPLIANCE MATTERS

              Compliance Programs and Procedures. In executing its oversight
role with respect to compliance functions, the Committee shall review the
adequacy of the Corporation's compliance and monitoring programs, corporate
information and reporting systems, codes of conduct, policies, standards,
practices and procedures (including compliance guides and manuals) for employees
of the Corporation and its subsidiaries. In addition, the Committee shall meet
periodically with senior management to discuss their views on whether:

              o     the operations of the Corporation and its subsidiaries are
                    conducted in compliance with all applicable laws, rules,
                    regulations, permits and licenses, including those
                    pertaining to environmental, health, safety, securities,
                    financial and employment matters;

              o     all accounting and reporting financial errors, fraud and
                    defalcations, legal violations and instances of
                    non-compliance with the Corporation's compliance and
                    monitoring programs, corporate information and reporting
                    systems, codes of conduct, policies, standards, practices
                    and procedures are detected;

              o     all violations of legal requirements are promptly reported
                    to appropriate governmental officials when discovered and
                    prompt, voluntary remedial measures are instituted; and


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              o     senior management and the Board are provided with timely,
                    accurate information to allow management and the Board to
                    reach informed judgments concerning the Corporation's
                    compliance with law and business performance.

              Compliance Officers. The Committee shall designate one or more
senior level representatives of the Corporation to be in charge of the
Corporation's compliance and monitoring programs, corporate information and
reporting systems, codes of conduct, policies, standards, practices and
procedures, including the day-to-day monitoring of compliance by managers and
other employees and agents of the Corporation and its subsidiaries. Each officer
so designated by the Committee shall serve at the pleasure of the Committee and
may be removed at any time by the Committee (with or without cause).

MEETINGS OF THE COMMITTEE

              Frequency. The Committee shall meet at least once during each
fiscal quarter of the Corporation. Additional meetings of the Committee may be
scheduled as considered necessary by the Committee or its chairman.

              Calling Meetings. Meetings of the Committee may be called at any
time by the Board or by any member of the Committee. In addition, any internal
or external auditor, accountant or attorney may, at any time, request a meeting
with the Committee or the chairman of the Committee, with or without management
attendance.

              Agendas. The chairman of the Committee shall be responsible for
preparing an agenda for each meeting of the Committee. It is expected that the
chairman will seek the participation of management and key advisors in the
preparation of agendas.

              Attendees. The Committee may request members of management,
internal auditors (if any), external auditors, accountants and attorneys and
such other experts as it may deem advisable to attend any meeting of the
Committee. At least once each year, the Committee shall meet in a private
session at which only members of the Committee are present. In any case, the
Committee shall meet in executive session separately with internal auditors (if
any) and external auditors at least annually.

              Rules of Procedure and Minutes. The Committee may adopt and
establish its own rules of procedure; provided, however, that such rules of
procedure are not inconsistent with the Certificate of Incorporation or Bylaws
of the Corporation or with any specific direction as to the conduct of its
affairs as shall have been given by the Board. The Committee shall keep regular
minutes of its proceedings and report the same to the Board when requested.

              Reporting to the Board. The Committee, through its chairman, shall
periodically report to the Board on the activities of the Committee. These
reports shall occur at least twice each fiscal year of the Corporation.


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ADDITIONAL POWERS

              The Committee is authorized, in the name and on behalf of the
Corporation and at its expense, to take or cause to be taken any and all such
actions as the Committee shall deem appropriate or necessary to carry out its
responsibilities and exercise its powers under this Charter.

LIMITATIONS ON DUTIES AND RESPONSIBILITIES

              The Committee shall not have or assume any powers, authority or
duties vested in the Board which, under applicable law or any provision of the
Certificate of Incorporation or the Bylaws of the Corporation, may not be
delegated to a committee of the Board. The grant of authority to the Committee
contained in this Charter may be modified from time to time or revoked at any
time by the Board in its sole discretion.


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