Edgar Filing: STERLING CHEMICALS INC

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

RESURGENCE ASSET MANAGEMENT LLC

2. Issuer Name and Ticker or Trading Symbol
STERLING CHEMICALS INC [SCHI.OB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

10 NEW KING STREET

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

(Street)

WHITE PLAINS,Â NYÂ 10604

4. If Amendment, Date Original Filed(Month/Day/Year)
02/15/2005

6. Individual or Joint/Group Reporting
(check applicable line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	06/30/2004	06/30/2004	J	938 ⁽¹⁰⁾	A	$ ⁽¹⁾	834,377 ⁽¹⁰⁾	I	See Footnote ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Preferred Stock

03/31/2004

54.125

Â ⁽⁵⁾

Common Stock

54,125

⁽⁶⁾

1,582.981 ⁽¹¹⁾

See Footnote ⁽²⁾ ⁽³⁾

Preferred Stock

06/30/2004

56.291

Â ⁽⁵⁾

Common Stock

56,291

⁽⁶⁾

1,582.981 ⁽¹¹⁾

See Footnote ⁽²⁾ ⁽³⁾

Preferred Stock

09/30/2004

58.542 ⁽¹¹⁾

Â ⁽⁵⁾

Common Stock

58,542 ⁽¹¹⁾

⁽⁶⁾

1,582.981 ⁽¹¹⁾

See Footnote ⁽²⁾ ⁽³⁾

Preferred Stock

12/31/2004

60.885 ⁽¹¹⁾

Â ⁽⁵⁾

Common Stock

60,885 ⁽¹¹⁾

⁽⁶⁾

1,582.981 ⁽¹¹⁾

See Footnote ⁽²⁾ ⁽³⁾

Warrants

06/30/2004

6,648 ⁽¹⁰⁾

Â ⁽⁸⁾

Common Stock

6,648 ⁽¹⁰⁾

⁽⁹⁾

186,733 ⁽¹⁰⁾

See Footnote ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RESURGENCE ASSET MANAGEMENT LLC 10 NEW KING STREET WHITE PLAINS,Â NYÂ 10604	Â	Â X	Â	Â

Signatures

/s/ Martin D. Sass		03/04/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Common Stock was acquired from the Issuer in a share distribution.
(2)	Resurgence Asset Management, L.L.C. ("RAM") exercises voting and dispositive power over the Issuer's securities solely in RAM's capacity as the general partner and/or sole investment advisor of M.D. Sass Corporate Resurgence Partners, L.P., M.D. Sass Corporate Resurgence Partners II, L.P., and M.D. Sass Corporate Resurgence Partners III, L.P. ("Resurgence I, II and III", respectively) and the Resurgence Asset Management, L.L.C. Employment Retirement Plan (the "Plan"). Accordingly, RAM may be deemed to share voting and dispositive power with Resurgence I, II and III and the Plan. Mr. Martin D. Sass serves as Chairman and Chief Executive Officer of RAM and M.D. Sass Investors Services, Inc. ("Sass Investors Services"). (Cont. in Footnote 3)
(3)	Sass Investor Services is the sole member of RAM. In addition, funds which have invested side by side with funds managed by RAM and Resurgence Asset Management International, L.L.C. beneficially own an additional 82,880 shares of the Issuer's Common Stock in the aggregate.
(4)	The Preferred Stock converts to Common Stock on a one-for-one thousand basis.
(5)	The Preferred Stock is convertible into Common Stock at any time.
(6)	The Preferred Stock was acquired from the Issuer through a paid-in-kind dividend.
(7)	The Warrants are exercisable for Common Stock on a one-for-one basis.
(8)	The Warrants are exercisable for Common Stock at any time.
(9)	The Warrants were acquired from the Issuer in a share distribution.
(10)	The change in amount reflects the termination by RAM of its management of a separately managed account for a private company.
(11)	The change in amount reflects the correction of an immaterial discrepancy in the number of securities held by RAM at the time of the initial filing of this Form 5.

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