SecProbe.io

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Mail Stop 7010

September 16, 2005

Via U.S. mail and facsimile

Curtis S. Shaw, Esq.
Executive Vice President
General Counsel (Americas) and Corporate Secretary
Celanese Corporation
1601 West LBJ Freeway
Dallas, TX 75234-6034

Re:	Celanese Corp.
Registration Statement on Form S-1
Filed August 26, 2005
File No. 333-127902

Dear Mr. Shaw:

      We have limited our review of your filing to those issues we
have addressed in our 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
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 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 that Exhibit 99.1 to your 8-K filed May 13, 2005, is a
transcript from a conference call regarding first quarter 2005
earnings.  On page 7 of the transcript an analyst for UBS asks
your
CEO about acetic acid start-ups, including "an expansion in Iran."
In light of the fact that Iran has been identified by the U.S.
State
Department as a state sponsor of terrorism and is subject to
economic
sanctions administered by the U.S. Treasury Department`s Office of
Foreign Assets Control, please describe for us the extent of your
past and current contacts, directly or indirectly, with Iran; the
materiality to you of your contacts with Iran; and your view as to
whether those contacts constitute a material investment risk for
your
security holders.  In preparing your response please consider that
evaluations of materiality should not be based solely on
quantitative
factors, but should include consideration of all factors,
including
the potential impact of corporate activities upon a company`s
reputation and share value, that a reasonable investor would deem
important in making an investment decision.  In this regard, we
note
that legislation requiring divestment or reporting of interests in
companies that do business with countries designated as state
sponsors of terrorism has recently been adopted by Arizona and
Louisiana.

2. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the names of your underwriters and the number
of
shares to be offered by selling stockholders.  Please note that we
may have additional comments once you have provided this
disclosure.
Therefore, please allow us sufficient time to review your complete
disclosure prior to any distribution of preliminary prospectuses.

Our internal controls over financial reporting may not be
effective.
. . , page 17
3. The last paragraph of this risk factor does not appear to
clearly
identify the risks that the company faces.  Please clarify the
risk
that your inability to implement the requirements of Section 404
in a
timely manner or with adequate compliance means your controls
would
in the future be considered ineffective for purposes of Section
404.

We have in the past identified significant deficiencies and
material
weaknesses in our internal controls. . ., page 17

4. Please revise this subheading to more accurately describe the
risks your company faces.  For example, we note that your auditors
identified the two material weaknesses in a letter dated March 30,
2005.  In that regard, it would appear that you did not identify
the
material weaknesses and that these were fairly recent discoveries.
We may have further comment based on your revised disclosure.
5. Please disclose that the material weaknesses led to your
company`s
conclusion that disclosure controls and procedures were not
effective
as of March 31, 2005 or June 30, 2005 and the risks that the
company
faces for having ineffective disclosure controls and procedures
and
the risks of relying on the financial statements in these reports
and
future filings.  If true, please state affirmatively in your
revised
disclosure that the two material weaknesses still exist.  If so,
please also disclose when you expect to remediate these material
weaknesses.

6. Please revise to state when the material weaknesses first began
and specify the changes made in your disclosure controls and
procedures and internal controls over financial reporting as a
result
of your assessment.  For example, we note that you have
"endeavored
to ensure that adequate time was made available for company
personnel
to adequately research, document, review and conclude on
accounting
and reporting matters and to increase accounting resources."  What
does "endeavored" mean and how have you made adequate time for
company personnel?  In addition, please disclose whether there
have
been any material expenditures associated with the improvement of
your disclosure controls and procedures and internal controls over
financial reporting in this regard.  Also, please disclose the
impact, if any, on your financial statements related to your
second
material weakness.  We note that with respect to adjustments made
to
address the first material weakness you state that "[w]e do not
believe that these adjustments had any material impact on
previously
reported financial information."  With respect to your second
material weakness, you refer only to "adjustments that had to be
recorded to prevent our financial statements from being materially
misleading."  Please explain with more detail in your revised
disclosure.

7. Please also explain in more detail what you mean by "limited. .
.
technical accounting resources available to address, complex
accounting matters and transactions."

Principal and Selling Stockholders, page 178

8. Please tell us whether any of the entities listed in the
selling
stockholders table are broker-dealers or affiliates of a broker-
dealer.  If a selling stockholder is a broker-dealer, the
prospectus
should state that the seller is an underwriter and you must amend
the
filing to a form for which you are eligible to do a primary
offering.
If a selling stockholder is an affiliate of a broker-dealer,
provide
the following representations in the prospectus: (1) the seller
purchased in the ordinary course of business, and (2) at the time
of
the purchase of the securities to be resold, the seller had no
agreements or understandings, directly or indirectly, with any
person
to distribute the securities.  If you cannot provide these
representations, state that the seller is an underwriter.

CELANESE CORPORATION`S
FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2005

Comment applicable to your overall filing

9. Please amend your filing to address comments five, six and
seven
above, as applicable, related to your company`s material
weaknesses
in internal controls.

*	*	*	*
      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 that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
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 filing to be certain that the
filing includes all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment 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 its 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 staff comments and the declaration of
effectiveness 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 confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act 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 contact Lesli Sheppard, Senior Staff Attorney, at
(202)
551-3708 with any questions, or in her absence, Chris Edwards,
Special Counsel, at (202) 551-3767.

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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Mr. Curtis S. Shaw, Esq.
Celanese Corporation
September 16, 2005
Page 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

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