EXHIBIT 4.5(c)

                        STERLING CHEMICALS HOLDINGS, INC.

                             STOCKHOLDERS AGREEMENT

                              Consent To Terminate

              THIS CONSENT TO TERMINATE is executed by the undersigned pursuant
to Section 12 of that certain Sterling Chemicals Holdings, Inc. Stockholders
Agreement dated August 21, 1996 (as amended, the "Stockholders Agreement") among
Sterling Chemicals Holdings, Inc. (the "Company"), the undersigned and certain
other stockholders of the Company. Capitalized terms used but not defined herein
shall have the meanings given such terms in the Stockholders Agreement.

              The undersigned hereby consents to and approves the termination of
the Stockholders Agreement, effective as of the date on which holders of at
least the Required Voting Percentage approve such termination.

              IN WITNESS WHEREOF, the undersigned has executed this Consent to
Terminate effective as of September 15, 2001.



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