SecProbe.io

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			December 14, 2004

Via Facsimile (212) 455-2502 and U.S. Mail

Anjan Mukherjee
Secretary
Celanese Corporation
1601 West LBJ Freeway
Dallas, TX 75234-6034

	Re:	Celanese Corporation
      Form S-1, amendment number 1, filed December 10, 2004
      File No. 333-120187

Dear Mr. Mukherjee:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note your response to our prior comment 8.  Although you
have
now deleted the discussion of financial information from your
summary, please consider balancing the remainder of the
information
in your summary section by disclosing information concerning your
leveraged position and how much of your revenues in 2003 were
attributed to acquisitions.

2. We note your reference to new senior credit facilities and your
disclosure at page 176.  Please update the information disclosed,
to
the extent that there have been developments concerning these
credit
facilities.  Please also disclose the syndicate leader (or
leaders),
if already determined.

Use of Proceeds; page 42

3. We note your response to our prior comment 18.  Please revise
further to limit the information you disclose to only the matters
called for by Instruction 4 to Item 504 of Regulation S-K.
Alternatively, consider using descriptive subheadings to guide
readers through this extensive disclosure.  Also, please clarify
exactly what you will repay.  For example, you say that you will
use
$199 million for the partial redemption of Senior Discount Notes,
but
then state that you have $163 million of 10% Series A Senior
Discount
Notes and $690 million of $10 1/2% Series B Senior Discount Notes.

Unaudited Pro Forma Financial Information, pages 46 - 56

4. We note your response to our comment 21 in which you advised us
that you will complete the earnings per share disclosure as
explained
in footnote (i) on page 59 in a future pre-effective amendment to
the
Registration Statement.  Please also confirm to us that your
calculation is in conformity with SAB Topic 1B3.

Management`s Discussion and Analysis
Financial Highlights, page 70

5. We note that you have presented combined nine months ended
September 30, 2004 information throughout your Financial
Highlights.
Revise your discussion to talk about each of the predecessor and
successor periods in 2004 individually.  In this regard, the
combined
presentation is not meaningful because of the significant changes
in
the basis of presentation in April 2004 and should therefore be
deleted. You may discuss your pro forma results of operation for
2004
if you believe that this will help investors understand your
results
of operations in 2004.

Liquidity; page 102

6. Please expand your discussion to disclose your liquidity on a
long-term and short-term basis.  See Instruction 5 to Item
303(a)(1)
of Regulation S-K.

Covenant levels and ratios, page 107

7. Expand your covenant disclosures to define and to calculate
"consolidated net debt" and "consolidated net bank debt".

Adjusted EBITDA, page 108

8. We note the revisions you made with regard to prior comment 6.
Expand your disclosures to define and to calculate "special
charges".

Stock Incentive Plan; page 165
Deferred Compensation Plan; page 166

9. Please file these plans as exhibits after you have adopted
them.

Employment Agreements; page 167

10. Please file as exhibits the employment agreements disclosed
here.
For any agreements not yet signed, please file after the
agreements
are signed.

Transaction and Monitoring Fee Agreement; page 171

11. We note your disclosure that the Advisor will waive in part
its
right to receive the lump sum payment payable in the event of an
initial public offering.  Please state affirmatively whether the
Advisor has waived this right and quantify any amounts payable to
the
Advisor.  If true, please update your Use of Proceeds if such
amounts
will be payable with proceeds of this offering.  Also, please
update
your disclosure for any recent developments with respect to
amendments to this agreement.

Underwriters; page 194

12. Disclose the fees paid to Morgan Stanley, Banc of America
Securities and affiliates for the services you disclose on page
196
in the second full paragraph.   Clarify whether any amount of
these
fees would be considered by the NASD to be underwriting
compensation
for purposes of NASD`s Rules of Fair Practice, as required by Item
508(e) of Regulation S-K.

13. Disclose the criteria that the representatives will use in
determining whether to consent to waiving the 180-day lock-up
agreement.

14. Please identify any members of the underwriting syndicate that
will engage in any electronic offer, sale, or distribution of the
shares and describe their procedures to us supplementally, or
confirm
that the Division`s Office of Chief Counsel has reviewed and
approved
these procedures.  If you become aware of any additional members
of
the underwriting syndicate that may engage in electronic offers,
sales, or distributions after you respond to this comment,
promptly
supplement your response to identify those members and provide us
with a description of their procedures.

15. Tell us whether you or the underwriters have any arrangements
with a third-party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Please also provide us with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.

16. We note that you are doing a directed share program.  If so,
please confirm, if true, that:
* Except for the underwriting commission, the offers and sales are
on
the same terms as those offered to the general public;
* No offers were made prior to the filing of the registration
statement;
* Offers were made only with the prospectus; and
* No funds have been or will be committed or paid prior to
effectiveness of the registration statement.

Also, if you are doing a directed share program, please state
whether
or not the shares purchased as part of the directed share program
will be subject to the lock-up agreement and provide us with
copies
of the materials that you sent to the directed share program
participants.

Celanese Consolidated Balance Sheet, pages F-4 and F-72

17. We note your response to our comment 37 in which you advised
us
that you will present pro format per share data for the latest
year
and interim period giving effect to the number of shares whose
proceeds would be necessary to pay the distributions in a future
pre-
effective amendment to the Registration Statement.

Note 27. Business and Geographical Segments, page F-66 - F-69
Note 17. Business and Geographical Segments, page F-109 - F-110

18. We note your response to our comment 38, however we were
unable
to locate the disclosure added in response to this comment.  As
requested, please expand your disclosures to include product
information as differentiated by your business lines or tell us
how
your current disclosure complies with paragraph 37 of SFAS 131.
If
changes were made, please tell us where we can locate these
changes
in your filing.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct questions regarding accounting comments to
Marie
Trimeloni at (202) 942-1860, or in her absence, to Jeanne Baker,
Assistant Chief Accountant at (202) 942-1835.  Direct questions on
other disclosure issues to Lesli Sheppard at (202) 942-1887 or the
undersigned at (202) 942-1950.

      Sincerely,

      Pamela A. Long
      Assistant Director

cc:	Edward P. Tolley, III
	Igor Fert
	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, NY 10017

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Anjan Mukherjee
Celanese Corporation
December 14, 2004
Page 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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