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 INTERNATIONAL 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, NY 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 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 03/31/2004 J 14.647     (2)   (2) Common Stock
14,647
(3) 428.363 (4)
I
See Footnote (5)
Preferred Stock   06/30/2004 06/30/2004 J 15.233     (2)   (2) Common Stock
15,233
(3) 428.363 (4)
I
See Footnote (5)
Preferred Stock   09/30/2004 09/30/2004 J 15.842     (2)   (2) Common Stock
15,842
(3) 428.363 (4)
I
See Footnote (5)
Preferred Stock   12/31/2004 12/31/2004 J 16.475 (4)     (2)   (2) Common Stock
16,475 (4)
(3) 428.363 (4)
I
See Footnote (5)

Reporting Owners

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

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 Preferred Stock converts to Common Stock on a one-for-one thousand basis.
(2) The Preferred Stock is convertible into Common Stock at any time.
(3) The Preferred Stock was acquired from the Issuer through a paid-in-kind dividend.
(4) The change in amount reflects the correction of an immaterial discrepancy in the number of securities held by Resurgence Asset Management International, L.L.C. ("RAMI") at the time of the initial filing of this Form 5.
(5) RAMI exercises voting and dispositive power over the Issuer's securities solely in RAMI's capacity as sole special shareholder of and sole investment advisor of M.D. Sass Corporate Resurgence International, Ltd. Accordingly, RAMI may be deemed to share voting and dispositive power with M.D. Sass Corporate Resurgence Partners International Ltd. Mr. Martin D. Sass serves as Chairman and Chief Executive Officer of RAMI and M.D. Sass Investors Services, Inc. ("Sass Investors Services"). Sass Investor Services is the sole member of RAMI. In addition, funds which have invested side by side with funds managed by RAMI and Resurgence Asset Management, L.L.C. beneficially own an additional 82,880 shares of the Issuer's Common Stock in the aggregate.

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