EXHIBIT 11.1

                                                                 [Celanese LOGO]

GLOBAL BUSINESS CONDUCT POLICY



TABLE OF CONTENTS

GLOBAL BUSINESS CONDUCT POLICY.............................................    1
TABLE OF CONTENTS..........................................................    1
TABLE OF CONTENTS..........................................................    2
LETTER FROM THE CEO........................................................    3
HOW TO READ THIS POLICY....................................................    5
OUR PRINCIPLES.............................................................    6
I.    CONFLICTS OF INTEREST................................................    8
II.   EQUAL OPPORTUNITY, DISCRIMINATION AND HARASSMENT.....................   10
III.  FAIR DEALINGS........................................................   10
IV.   ENVIRONMENT, HEALTH AND SAFETY.......................................   12
V.    USE OF COMPANY ASSETS, PROPERTY AND INFORMATION......................   13
VI.   INSIDER TRADING......................................................   15
VII.  FINANCIAL INTEGRITY/DOCUMENT RETENTION...............................   16
VIII. ANTITRUST............................................................   17
IX.   BRIBERY AND FRAUD....................................................   19
X.    INTERNATIONAL COMMERCE...............................................   21
GLOSSARY...................................................................   22


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JANUARY 2005

LETTER FROM THE CEO
DAVID N. WEIDMAN

[PHOTO]

     Dear Colleagues,

     Celanese has embraced major challenges over the past year: We have a new
sponsor; we have taken significant steps to globalize our businesses; we have
successfully implemented one of the most complex SAP installations on record; we
have moved our U.S. Ticona headquarters closer to its customer base and
operations, to name a few.

     More importantly, we continue to conduct business with the highest
standards of integrity in an environment where laws and regulations are changing
and placing business transactions under ever greater scrutiny. This commitment
will not change, regardless of how quickly we accelerate our performance.

     Our global Business Conduct Policy (BCP), which is a part of the Company's
Corporate Governance, ensures that all directors, officers and employees share
Celanese's commitment to ethical business practices and provides guidance on how
to put this commitment into practice. It also helps ensure that we are adhering
to the ethical standards and laws in all regions where we operate. Where needed,
we have established supplemental guidelines that apply to specific areas.

     Although the global BCP addresses a wide range of topics, it cannot cover
everything. Therefore, it is essential that you contact the BCP regional
coordinator or in-house legal counsel if you ever have a doubt as to whether an
action of Celanese or its employees would violate laws or our ethical standards.


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     As a matter of compliance with the law, our Chief Financial Officer, our
Controller and I must also adhere to a Financial Code of Ethics that sets forth
additional ethical standards in connection with our public disclosures.
Moreover, our management is responsible for creating an environment that
supports the principles set forth in our global BCP. We have established a
process for putting this policy into practice and ensuring its compliance.

     Our commitment to the BCP should not be taken lightly. Achieving its
standards is the best thing we do year after year. I know you will join me in
upholding our traditions of excellence in these areas.

     David N. Weidman


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HOW TO READ THIS POLICY

     The global Business Conduct Policy ("BCP" or the "Policy") is currently
available in English, German, Spanish, French and Mandarin, and will be
translated into other languages as needed. It is updated at least once every
year and as needed throughout the year. The most up-to-date version can always
be found on the Celanese Intranet and Internet. Hard copies are printed and
distributed to employees periodically.

     Throughout the English and French versions of the BCP you will see
references to the North American Regional Supplement to the right of certain
texts. These references indicate additional requirements in the U.S. and Canada
and may contain region-specific information on areas not covered by this BCP.
Therefore, it is important that every employee in the U.S. and Canada as well as
all employees dealing with our businesses in these areas read the entire
supplement.

     In addition, you will see various terms printed in orange throughout the
text. These terms are explained in the Glossary.

     As used in this document "Celanese" or "Company" means Celanese Corporation
along with its subsidiaries. "We" means the directors, officers and employees at
every level of Celanese (individually or as a group).


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OUR PRINCIPLES

     Here are the principles of business conduct to which we will adhere in our
daily business affairs:

     1.   Compliance with Applicable Laws and Internal Policies -We will obey
          all laws and regulations applicable to the Company's activities as
          well as internal policies, both global and regional, and we will not
          take any action on the Company's behalf that we know or should know
          violates any law, regulation or internal policy.

     2.   Loyalty to the Company - We will not put ourselves in a position where
          our personal interests or relationships conflict or may appear to
          conflict with the best interests of the Company. Consequently, we
          should avoid doing anything that would compromise, or may appear to
          compromise, the Company or ourselves as individuals when conducting or
          representing the Company's business activities and interests.

     3.   Observance of Ethical Standards of Society - We will follow the
          ethical standards of our societies while conducting the Company's
          business.

     Celanese's management is responsible for ensuring these principles are
communicated to, understood and observed by all employees. The management is
responsible for implementing and overseeing the Policy, if necessary through
more detailed guidance tailored to local needs.

     We are expected to read and understand this global BCP including any
supplements for our region and any region we work with. Training is provided to
ensure that we understand the policies set forth in this BCP. In addition, local
management requires certain employees to certify in writing periodically that
they have read and understood the Policy and are in compliance with the Policy.

     Compliance with these principles is an essential element for our business
success. We, as directors, officers, or employees, should be sensitive to
situations that could lead any of us to engage in behavior that is illegal or
unethical, or that contradicts our corporate values, and we should avoid such
situations. Therefore, we have the responsibility to promptly report any actual,
suspected or apparent breaches of the BCP or any actual, suspected or apparent
illegal conduct, to the BCP regional


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coordinator or in-house legal counsel, and we may call the helplines that have
been set up for reporting purposes. Calls to the helplines can also be made
anonymously - the system for safeguarding anonymity is described on the helpline
message. Each reported breach or suspected breach will be dealt with by in-house
legal counsel, and the person reporting the breach has a right to receive
information on how such breaches or suspected breaches will be handled.

     We will not suffer for speaking up nor will management be criticized for
any loss of business or any reasonable expense resulting from the good faith
adherence to or remedying any breaches of this Policy and other mandatory
policies and instructions. Any attempt to deter employees from raising proper
concerns will be treated as a serious disciplinary offense.

     Violations of the BCP can expose the Company to substantial damages and
unfavorable publicity. Severe disciplinary action for breaches of the Policy
will be taken, which may include termination of employment. Illegal conduct will
be prosecuted. Any waiver of the BCP may be granted only by the Board of
Directors and must be disclosed promptly to shareholders.


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I. CONFLICTS OF INTEREST

WE WILL GIVE OUR UNDIVIDED BUSINESS LOYALTY TO THE COMPANY WHEN CONDUCTING OUR
JOB-RELATED DUTIES.

     A conflict of interest arises when our loyalty to the Company is prejudiced
by actual or potential personal benefit from another source. We will avoid any
investment, interest or association that might interfere or seem to interfere
with our ability to make independent judgments or decisions on the Company's
behalf.

     We must disclose to the BCP regional coordinator or in-house legal counsel
any personal interests or circumstances that might constitute a conflict of
interest as soon as the circumstances arise, so that management and counsel can
resolve the matter in a manner best suited to the interests of the Company and
the employee.

     Conflicts of interest can arise in the following situations:

          o    when an officer, employee, a director or a member of the
               officer's, employee's or director's family has a significant
               (over 1%) direct or indirect financial interest in, or obligation
               to, an actual or potential competitor, any company or individual
               Celanese does business with, or any company in which Celanese has
               an ownership interest,

          o    when an officer or an employee conducts business on behalf of
               Celanese with any other company of which a relative is a
               principal, officer or representative,

          o    when an officer or an employee participates in outside
               activities, such as a part-time job or community activities, that
               interfere with his or her employment at Celanese,

          o    when Celanese conducts business with another company or an
               individual with whom an outside director has a relationship,

          o    when an officer, employee or director misuses information
               obtained in the course of his/her relationship with Celanese, or

          o    when an officer, an employee, a director, a member of the
               officer's, employee's or director's family, or any person or
               entity, including charities, designated by the officer, the
               employee or the director, accepts social amenities such as gifts


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               and entertainment. Consequently, we will only accept gifts or
               entertainment from persons or entities who deal with Celanese in
               accordance with normal business practices, and provided:

                    o    the amenities follow the generally accepted ethical
                         standards and comply with local laws where the activity
                         occurs,

                    o    the value of any gift is modest and the value of any
                         entertainment is not excessive,

                    o    the amenities are not accepted on a regular or frequent
                         basis, and

                    o    public disclosure would not embarrass the Company.

     Certain stockholders of Celanese Corporation that are affiliated with the
Blackstone Group (the "Sponsor") control a majority of the voting power of its
outstanding common stock. Under the terms of a shareholders agreement among
Celanese Corporation and certain stockholders (the "Original Stockholders"),
affiliates of the Sponsor have the right to designate all nominees for election
to the Board so long as they hold at least 25% of the total voting power of
Celanese Corporation's capital stock. In addition, we recognize that it is
beneficial to Celanese Corporation to have Board members that are familiar with
the industries in which Celanese operates. Accordingly, in recognition of (i)
the fact that certain directors, principals, managing directors, officers,
employees or other representatives of the Sponsor may serve as directors or
officers of Celanese Corporation; (ii) the Sponsor and its affiliates may now
engage and continue to engage in the same or similar lines of business as those
in which Celanese engages and (iii) certain non-employee directors may work or
otherwise operate in the same or similar lines of business as those in which
Celanese engages, Celanese Corporation has adopted provisions in its Certificate
of Incorporation that renounce any interest or expectancy of Celanese in certain
opportunities that are presented to the Original Stockholders (including the
Sponsor) or any non-employee director (including any non-employee director who
serves as one of our officers in both his director and officer capacities) or
his or her affiliates. The duties with respect to corporate opportunities and
conflict of interest of Celanese Corporation's non-employee directors, including
any non-employee directors who are affiliated with the Sponsor, shall be subject
to the provisions of Celanese Corporation's Certificate of Incorporation.


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II. EQUAL OPPORTUNITY, DISCRIMINATION AND HARASSMENT

THE COMPANY IS COMMITTED TO THE PRINCIPLES OF EQUAL OPPORTUNITY AND CREATING A
WORKING ENVIRONMENT IN WHICH DIVERSITY IS ACCEPTED AND VALUED.

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                                                                  Regional
---------------------------------------------------------------   Supplement:
                                                                  North America
                                                                  --------------

     The Company realizes that success depends on the skills and strengths of
every employee. Therefore, we will treat employees with fairness and respect.
Moreover, Celanese will respect employees' rights under all applicable laws that
may prohibit discrimination and harassment on the basis of race, color,
religion, sex, national origin, sexual orientation, age, medical condition,
physical or mental disability, family leave status or marital status. Celanese
will consider individuals for employment opportunities on the basis of merit, as
measured against objective job requirements. In matters affecting promotion,
training, hiring, compensation and termination, Celanese will ensure that all
employees will be afforded treatment that is lawful and consistent with our
Human Resource management system and processes.

III. FAIR DEALINGS

WE WILL CONDUCT ALL OF OUR RELATIONSHIPS WITH HONESTY, TRUST, FAIRNESS, AND
INTEGRITY.

     COMMUNICATION - Communication is a key factor for Celanese's success as a
global company. Our communication within the Company as well as with our
partners in business and society is based upon an open, trustful and factual
dialogue. We will treat all people with respect, and be aware of cultural
differences. Within the Company, our managers at every level are responsible for
communicating and promoting the achievement of Celanese's goals and values
throughout the organization. We must strive to convey consistent messages
internally and externally and accept criticism constructively. In addition, we
must remember that any communication, either orally or in writing, using the
Company's communication systems or stationery, may be interpreted by the outside
world as being made by Celanese. We will therefore draft such communications
carefully to avoid accidental misinterpretation of a private communication as a
Celanese statement.

     CUSTOMERS/SUPPLIERS - Customers are our reason for existing. We will base
our competitive appeal on the quality of our products, their competitive price,
the service with which we support them, and the


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competence and honesty of our product and sales presentations. We will select
our suppliers on the basis of objective criteria such as capabilities, quality,
integrity, reliability, competitive pricing, and product/service suitability.

     The information we give our customers and suppliers will be accurate, clear
and comprehensive and be consistent with ethical and accepted business practices
as well as regulatory requirements.

     If we learn that Celanese is treating or is being treated by the people and
companies it does business with dishonestly or unfairly, we will advise the BCP
regional coordinator or in-house legal counsel.

     PUBLIC RELATIONS - We understand that information about Celanese's
businesses that is given to the public can have a significant effect on the
price of Celanese's securities and the Company in general. We will therefore
handle all such communications in accordance with Celanese's Global
Communications Policy. Moreover, we will not speak to the media, to analysts, or
publicly on behalf of Celanese unless we are authorized to do so. If, for
example, a representative of the media or an analyst asks us for information on
Celanese or to speak on behalf of Celanese, we will refer them to a
representative of Communications or Investor Relations.

     INVESTIGATIONS - We understand that investigations are sometimes necessary
to research business practices, commercial and operational issues or potential
violations of law or internal policies. We will therefore cooperate fully with
and not withhold or give false or misleading information to in-house legal
counsel, Celanese Global Audit, Environmental, Health and Safety (EHS)
personnel, nor to others authorized to conduct internal investigations on behalf
of Celanese. Any time we obtain any information that would lead us to reasonably
believe that an investigation involving Celanese is being conducted by any
regulatory, law enforcement or other government official, we will immediately
contact in-house legal counsel so that the Company can obtain adequate legal
representation. In conjunction with in-house counsel, as appropriate, we will
respond to any inquiries by government officials in an honest, forthright and
truthful manner.

     PRIVACY LAWS - Company files and information technology systems contain
sensitive information concerning our employees, customers, and others. A


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number of countries have enacted privacy laws to protect the personal
information of their citizens. However, such laws vary widely from region to
region and may have to be observed not only by the citizens of the respective
region, but also by anyone dealing with such citizens. They may be
all-encompassing or limited to certain types of information. As a company that
values its customers, employees, and others it does business with, Celanese is
committed to complying with all applicable privacy laws, and will avoid the
improper or unauthorized use of personal information. We will handle personal
information obtained from visitors to the Company's websites only in accordance
with Celanese's Website Privacy Policy. Moreover, we will handle personal
information of our employees only in accordance with our Employee Data Privacy
Policy. In all other instances, we will consult with in-house legal counsel
before disclosing, collecting, storing, using, changing the purpose of,
transferring, or otherwise handling any medical, financial or sensitive personal
or any individual customer information or before establishing or updating any
system, process or procedure to collect, use, disclose, transmit or otherwise
handle such information.

IV. ENVIRONMENT, HEALTH AND SAFETY

WE, AND THE COMPANY, ARE COMMITTED TO PROTECTING THE ENVIRONMENT, PRESERVING THE
HEALTH AND SAFETY OF OUR EMPLOYEES AND COMMUNITIES, ASSURING THE SAFE OPERATIONS
OF OUR PROCESSES AND COMPLYING WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS
IN EACH LOCATION IN WHICH WE DO BUSINESS.

     We know that we can only be successful if the public trusts our businesses,
products and plants, and if we fully comply with the requirements of our
regional and national governments. Environmental protection, employee health and
occupational and process safety are in the interest of our employees and
neighbors, as well as a benefit to the Company. They are therefore top
priorities for Celanese.

     We will design and operate our facilities throughout the world to provide
our employees with a safe workplace and to minimize the potential for any
adverse impacts on health and the environment.

     We will fully adhere to the following EHS guiding principles

     o    complying with applicable requirements,

     o    using good science,

     o    operating safely,


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     o    managing contractors,

     o    communicating proactively,

     o    managing responsibility.

     These principles are outlined in more detail in Celanese's Environmental
Health and Safety Policy.

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                                                                  Regional
---------------------------------------------------------------   Supplement:
                                                                  North America
                                                                  --------------

     The laws and regulations in this area are complex, and violations can
result in severe criminal and civil penalties for the Company, as well as for
individuals. Criminal penalties, including imprisonment, can be imposed for
knowingly, or in some cases even negligently, violating standards or making
false statements.

     If we are faced with environmental, health or safety issues, we will
contact our Department of Environmental, Health and Safety, or in-house legal
counsel. We will not suffer repercussions for raising such issues. Moreover, in
some instances, not immediately reporting a potential environmental, health or
safety hazard may result in a violation of law.

V. USE OF COMPANY ASSETS, PROPERTY AND INFORMATION

WE WILL PROTECT ALL OF CELANESE'S ASSETS, INCLUDING TIME, MATERIALS, EQUIPMENT,
INTELLECTUAL PROPERTY AND INFORMATION. CONSEQUENTLY, WE WILL USE THE COMPANY'S
ASSETS EFFICIENTLY AND ONLY FOR ETHICAL, LEGAL, AND PROPER PURPOSES. WE WILL NOT
USE THE COMPANY'S ASSETS IN ANY WAY THAT MIGHT HARM OR EMBARRASS CELANESE OR
RESULT IN UNAUTHORIZED PERSONAL GAIN OR OPPORTUNITY.

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                                                                  Regional
---------------------------------------------------------------   Supplement:
                                                                  North America
                                                                  --------------

     COMPUTER SYSTEMS/E-MAIL/INTERNET - We will not use the Company's computer
and telecommunications resources, including the Company's telephone systems, for
amusement, solicitation, or other purposes that would be a conflict of interest
or otherwise interfere with the business of Celanese. We will use the Company's
e-mail and Internet access only in accordance with the Company's Electronic
Communications Policy. While we may occasionally use the Company's computer and
telecommunications resources for personal communications, we will keep personal
use to a minimum and never use these systems for any purpose that may be
construed as harassment, incite racial or religious hatred, violent or other
criminal acts, or for any purpose that is sexually or otherwise offensive
according to the generally accepted ethical standards of our societies.


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     INTELLECTUAL PROPERTY - As Celanese attaches great importance to its
intellectual property, including patents, trademarks, copyrights, product
designs and know-how, in order to protect its investment in research and
development, manufacturing and marketing, it seeks the widest possible
protection for significant technologies and product developments in its major
markets. Celanese also respects the intellectual property of others, including
software licenses. Consequently, we, as Celanese employees, will take steps to
safeguard the Company's intellectual property, including following the Company's
On-line Identity Use Policy. We will consult with in-house legal counsel or,
where appropriate, with preapproved outside counsel concerning the proper
disclosure and use as well as the misuse of trade secrets and intellectual
property of Celanese and others.

     CONFIDENTIAL INFORMATION - We recognize that communication and information
is important to us; however, the disclosure of confidential or proprietary
information could be harmful to Celanese. Therefore, we will be responsible for
protecting all confidential or proprietary information and documentation within
our areas of responsibility. Confidential information includes all non-public
information that provides a benefit to Celanese, might be of use to competitors,
or might be harmful to Celanese if disclosed. We will comply with Celanese's
Information Security Policy and Information Classification Guidelines and
maintain discretion when discussing confidential matters. We will make sure that
all confidential information, whether on paper or in electronic format, is kept
in a secure area, not left in view of others who should not have access to such
information, and is disposed of properly. We will only use Celanese's
confidential or proprietary information for Company business. We will not use it
for personal gain unless the situation has been reviewed and received approval
from designated management or in-house legal counsel. Moreover, if we have
access to confidential information of the people we do business with, we will
only disclose such information to others, including other Celanese employees, in
accordance with the terms under which such information was given to us. If we
are compelled by law or internal policies to disclose such confidential
information of others, we will do so only with the approval of in-house legal
counsel.

     COMPANY POSITION - We will not (a) take for ourselves a corporate
opportunity or otherwise take personal advantage of information we discover
through our position with the Company (b) use Company position for personal
gain; and (c) compete with the Company, unless the situation has been


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reviewed and received approval from in-house legal counsel or the BCP regional
coordinator. We will promote the Company's interests and goals whenever we have
an opportunity to do so.

     The duties with respect to corporate opportunities and conflict of interest
of Celanese Corporation's non-employee directors, including any non-employee
directors who are affiliated with the Sponsor, shall be subject to the
provisions of Celanese Corporation's Certificate of Incorporation.

VI. INSIDER TRADING

WE WILL COMPLY FULLY WITH CELANESE'S INSIDER TRADING POLICY. WE WILL NOT TRADE
IN THE SECURITIES OF CELANESE CORPORATION, CELANESE AG OR ANY OTHER CELANESE
ENTITY WHEN WE HAVE INSIDE INFORMATION, NOR DURING THE BLACK-OUT PERIODS
ESTABLISHED BY THE COMPANY'S DISCLOSURE PRACTICES COMMITTEE.

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                                                                  Regional
---------------------------------------------------------------   Supplement:
                                                                  North America
                                                                  --------------

     Until released to the public, material information concerning the Company's
business, including the Company's financial results, plans, successes or
failures, is considered "inside information" and therefore, confidential. Inside
information is "material" if it would likely affect the market price of, or a
reasonable person's decision to buy, sell or hold a company's securities.
Insiders include not only officers, employees and directors, but also persons
outside the Company (spouses, parents, friends, children, brokers, etc.) who may
have acquired the information directly or indirectly through tips.

     Shares of Celanese Corporation are listed on the New York Stock Exchange,
and the shares of its subsidiary, Celanese AG, are listed on the Frankfurt Stock
Exchange. When we are aware of material inside information about Celanese or
about another company in the performance of our jobs, we will hold that
information in strictest confidence and not disclose it. We will also refrain
from buying or selling (or influencing others to buy or sell) the securities of
any Celanese entity or of such other company whose securities are publicly
traded until at least 48 hours after the information becomes public. If we are
identified as an insider for the purposes of Celanese's annual financial
statements and quarterly reports, we will not trade during the Black-out Periods
established by Celanese's Disclosure Practices Committee.


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     The insider trading laws are rigidly enforced and violators could face
criminal fines and imprisonment and substantial civil penalties. We will consult
with the BCP regional coordinator or in-house legal counsel if we ever have any
doubts whatsoever as to whether we possess material non-public information or
whether any trading would be a violation of law or our policy.

VII. FINANCIAL INTEGRITY/DOCUMENT RETENTION

WE WILL TAKE STEPS TO SAFEGUARD AGAINST UNAUTHORIZED USE OR DISPOSITION OF
COMPANY ASSETS, MAINTAIN PROPER ACCOUNTING RECORDS, AND ENSURE THE FULL,
ACCURATE, AND TIMELY DISCLOSURE OF FINANCIAL INFORMATION USED WITHIN THE
BUSINESS OR FOR PUBLICATION. WE WILL ALSO RETAIN OR DESTROY COMPANY DOCUMENTS
ONLY IN ACCORDANCE WITH THE ESTABLISHED POLICIES AND PROCEDURES.

     FINANCIAL INTEGRITY - Accurate and reliable accounting records that fairly
reflect transactions and disposition of assets, and internal controls that
ensure the accuracy and reliability of such records are critical to the
corporate decision making process and to the ability of the Company to meet its
legal and financial reporting obligations. We will continue to seek ways to
improve transparency by providing financial information in terms that are clear,
concise and understandable to the average investor. Accordingly, we will:

          o    have all Company payments and other transactions properly
               authorized by management and record them accurately, completely,
               in reasonable detail, and in a timely manner on the Company's
               books and records to permit preparation of financial statements
               in accordance with relevant Generally Accepted Accounting
               Principles and established corporate accounting policies,

          o    always follow all Company internal control policies and
               procedures created to ensure the accuracy and reliability of
               accounting records,

          o    never establish an undisclosed or unrecorded fund for any
               purpose, and we will never place Company funds in any personal or
               non-corporate account,

          o    never make any false or artificial statements or entries for any
               purpose in the books and records of the Company or in any public
               disclosure, internal or external correspondence, memoranda, or
               communication of any type, including telephone or electronic
               communications,


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          o    always properly protect all Company assets; we will compare asset
               records with actual assets regularly and take proper action to
               reconcile any variances.

     Moreover, our CEO, CFO and Controller are required to adhere to our
Financial Code of Ethics, which sets forth additional requirements with respect
to financial transactions.

     DOCUMENT RETENTION - Some Company documents, whether on paper or in
electronic form (including e-mails), are required by law to be kept for a
certain period of time; others must be destroyed regularly to ensure the
availability of records storage. Moreover, it may be a criminal offense to
destroy or alter records that relate to a lawsuit or governmental investigation.
Therefore, we will retain or destroy Company documents only in accordance with
the Celanese Records Retention Policy and its related schedules.

     We will comply at all times with both the letter and the spirit of
Celanese's accounting and internal control and document retention procedures, as
well as all applicable laws, rules and regulations. We will cooperate fully with
our internal and external auditors. We will, and the Company encourages us to,
report promptly to the BCP regional coordinator if we detect or suspect any
accounting irregularities or improprieties or any material omissions in our
financial reporting.

VIII. ANTITRUST

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                                                                  Regional
---------------------------------------------------------------   Supplement:
                                                                  North America
                                                                  --------------

CELANESE IS FULLY COMMITTED TO THE PRINCIPLE OF FREE COMPETITION AND TO ENSURING
THAT CONTRACTS WITH OUR BUSINESS PARTNERS ARE ENTERED INTO ON FAIR TERMS.

     Antitrust laws are in effect in numerous countries that regulate
competitive behavior and prohibit arrangements that unreasonably restrain
competition. Space does not permit even a brief examination here of the various
statutes. We must comply with the applicable laws of all jurisdictions in which
a transaction possibly involving a competitive restraint is to take place.
Whenever a transaction involves a competitive restraint in any form or if we
will attend a trade association or other meeting where competitors may be
present, we will consult with our in-house legal counsel at the earliest
possible moment. The international antitrust


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laws seek to promote vigorous competition, free from unreasonable restraints.
Failure to comply with these laws could result in serious consequences for the
Company and offending employees. Violations of many antitrust laws are crimes,
subjecting the Company and individuals to heavy fines, and individuals to
imprisonment. In addition, the Company may be required to pay damages, and be
barred from engaging in the activity. The following areas, depending on how the
individual transaction is designed, may result in illegal anticompetitive
practices, so in-house legal counsel must be consulted before any such
transaction is entered:

     RELATIONS WITH COMPETITORS - We will avoid communicating with competitors
in any form, including at trade association meetings, on the following topics:
prices and pricing policies, terms and conditions of sale (including product
promotions, timing of product promotions, discounts and allowances); credit
terms and billing practices; supplier's terms and conditions; profits and profit
margins; costs; distribution plans and practices; marketing plans and practices;
bids, including your intent to bid or not to bid for a particular contract or
program; allocation of sales territories; selection, retention or quality of
customers; refusals to deal with a supplier or customer; type or quality of
production; new products or production innovations; product packaging; and terms
of warranties or guarantees.

     RELATIONS WITH CUSTOMERS - The Company's relationships with its customers
are subject to a number of antitrust laws:

     Price Discrimination: The Company will not sell products of similar grade
and quality to competing customers at different prices for the same time period
if such sales may result in a material effect on competition.

     Promotional Payments, Services and Facilities: The Company will make
promotional payments, services and facilities (such as advertising displays)
available only if they are made on proportionally equal terms to all customers
for the products that compete with each other.

     Resale Restrictions: Agreements between the seller and its customer or
distributor about the minimum (and possibly, in some cases, maximum) prices at
which the customer or distributor will resell the product are prohibited per se.
Restrictions on resale that do not relate to price, such as customer and
territorial restrictions, are governed by the "rule of reason" (i.e., upheld if
not unreasonably anti-competitive).


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     Requirements Contracts: Contracts that require a customer to purchase
substantially all of its requirements for a product from the seller may be
illegal.

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                                                                  Regional
---------------------------------------------------------------   Supplement:
                                                                  North America
                                                                  --------------

     Tying Arrangements: Any arrangement under which a seller influences a
customer to take a product it does not wish to buy from the seller as a
condition of a license, loan or sale of a second, separate product the buyer
does wish to obtain, may be illegal.

     MONOPOLIZATION - The Company will not seek to monopolize, attempt to
monopolize, or combine and conspire to monopolize, in any unlawful manner.

IX. BRIBERY AND FRAUD

WE WILL NOT MAKE BRIBES OR ATTEMPT TO MAKE BRIBES, NOR WILL WE TAKE PART IN ANY
BUSINESS TRANSACTION THAT MAY BE OR MAY APPEAR TO BE FRAUDULENT OR OTHERWISE
ILLEGAL.

     BRIBERY - We will never make a bribe, payment (except as described below),
or gift to any government official, directly or indirectly, if there is intent
to influence unlawfully such official. Nor will we pay any bribe or make any
other unlawful payment to anyone, including agents of our customers/suppliers or
members of their families, in connection with the sale or purchase of any of our
products, even if not making such a payment causes us to lose the business.

     We will act in accordance with the provisions of the OECD Convention on
Combating Bribery of Foreign Public Officials in International Business
Transactions and comply with those domestic laws that implement it, such as the
United States Foreign Corrupt Practices Act. These laws prohibit the quid pro
quo payment or gift of anything of value to officials of foreign governments,
international government organizations, political parties or candidates for
office, or their agents or intermediaries, in order to obtain or retain
business.

     We must consult with our BCP regional coordinator or in-house legal counsel
to determine whether routine, expediting or facilitating payments made to public
officials are lawful. If the BCP regional coordinator or in-house legal counsel
approves a facilitating payment, such payments must be accurately and completely
recorded in our books and records. We are trained to comply with these laws, and
understand that their violation can lead to severe penalties, including fines
and jail sentences, for Celanese


                                                                              19



and its employees, as well as significant damage to our business reputation.

     Any director, officer or employee of Celanese that is aware of any
violations of the laws described in this section should make a report, which may
be done anonymously, by calling the Business Conduct Policy Helpline at
1-800-BCP-4CA1 (1-800-227-4221) in the Americas and Pacific Region, or
00-800-BCP-CELANESE (00-800-227-23526) in Europe at any time. Callers may leave
message in English, Spanish, German or Mandarin Chinese, or they may speak to
in-house legal counsel during certain hours of the week as explained on a
pre-recorded message.

     FRAUD - We will not take part in any business transaction that may be, or
may appear to be, illegal or fraudulent. We will conduct business only with
reputable customers who are involved in legitimate business activities and whose
funds are derived from legitimate sources. We will undertake proper due
diligence of our customers and take reasonable steps to ensure that Celanese
does not become involved in transactions that may be associated with money
laundering or other illegal activities. We will contact the BCP regional
coordinator or in-house legal counsel whenever we encounter fraudulent behavior.


                                                                              20



X. INTERNATIONAL COMMERCE

WE WILL COMPLY WITH ALL APPLICABLE INTERNATIONAL AGREEMENTS AS WELL AS NATIONAL
LAWS AND REGULATIONS PERTAINING TO CONTROLS ON INTERNATIONAL COMMERCIAL AND
FINANCIAL TRANSACTIONS.

                                                                  --------------
                                                                  Regional
---------------------------------------------------------------   Supplement:
                                                                  North America
                                                                  --------------

     Penalties for non-compliance with the laws and regulations in this area may
include substantial criminal and civil fines, forfeiture of goods, and
restrictions on the ability to import and export. We will consult in-house legal
counsel with regard to any transaction with respect to which there is reason to
believe such agreements, laws and regulations might apply.

     Restrictions on international commercial and financial transactions could
be:

     EMBARGOES - Embargoes are general prohibitions against conducting business
with certain targeted countries. Embargoes may be multilateral, e.g. the former
U.N. embargo of Iraq, or unilateral/national, e.g. the U.S. embargo of Cuba.
Embargoes may prohibit all commercial and financial transactions involving the
targeted country, or they may prohibit only certain activities, such as
investment. Because embargoes are viewed by governments as foreign policy tools,
applicable restrictions are subject to rapid changes, reflecting fluid foreign
policy priorities.

     RESTRICTION ON CHEMICALS TRANSFERS AND OTHER EXPORT CONTROLS - Whether a
particular transaction requires prior authorization will depend normally on the
specifications of the product, its destination, the specific intended end use,
the identity of the consignee, and the identity of the ultimate end user.
Moreover, the manufacture, use, and sale of chemicals and chemicals-related
technical data that might have chemical weapons applications, or are used in the
manufacture of illegal drugs, are regulated by various international agreements
and national export control regulations. We will comply with all applicable
regulations, licensing requirements, other governmental guidelines, as well as
international agreements pertaining to chemicals, chemical weapons, and other
dual use and arms related materials.


                                                                              21



GLOSSARY

LETTER FROM THE CHAIRMAN:

     Corporate Governance

     Corporate Governance concerns the way a company manages itself, including
the roles of the board of directors, the officers and all the Company's systems
and procedures. By practicing good Corporate Governance the company creates
value and provides accountability to all stakeholders.

     The Corporate Governance Guidelines provide you with a comprehensive
summary of Celanese Corporation's Corporate Governance. You will find the
Corporate Governance Guidelines on the Intranet under the category "Policies and
Guidelines" as well as on Celanese's Internet website.

     BCP regional coordinator

     The BCP regional coordinator is your contact person with regard to all
issues belonging to the Business Conduct Policy.

     Please find the name of your BCP regional coordinator below:

     Global and Americas: Julie Chapin

     Europe & Africa: Ana Ximena Lohner

     Asia/Pacific Region: Kiam Khiun Chong

     Financial Code of Ethics

          The Financial Code of Ethics contains additional ethical requirements
applicable to the Chief Executive Officer, the Chief Financial Officer, and the
Controller. You will find the Financial Code of Ethics on the Intranet under the
category "Policies and Guidelines" as well as on Celanese's Internet website.

OUR PRINCIPLES:

     Helplines

     The Helplines are staffed during certain hours of the week as explained on
a pre-recorded message. During other times, callers may leave a message. Calls
can be made anonymously and the matter will be investigated. If a caller wishes
to remain anonymous, yet learn what has been done about his or her BCP concern,
a system safeguarding the caller's anonymity has been set up and is described on
the Helpline message. The telephones used for the helplines do not have caller
ID.

     The Helpline extensions are:

     Americas and Asia/Pacific Region: 1-800-BCP-4CA1


                                                                              22



     Europe and Africa: 00-800-BCP-Celanese

CONFLICTS OF INTEREST:

     Family

     The term "family" in the BCP is interpreted as meaning ANY relative, by
blood or marriage, because there could be real or perceived undue influence with
such relationships. Also, a fiancee or someone living in the employee's
immediate household should be considered a significant relationship that could
give rise to a conflict of interest.

     Value of any gift is modest

     You should make every effort to refuse to accept or to return any gift or
series of gifts during a single calendar year from a current or potential
supplier or customer exceeding US$100 in value (or its equivalent in local
currency).

     If you determine that the donor would be insulted or embarrassed if the
gift is refused or returned, a conflict can nevertheless be avoided by promptly
reporting the gift to your supervisor. Except in special instances where your
supervisor determines a different procedure is warranted, you will deliver the
gift or a check for the full fair value of the gift to a pre-approved charity on
behalf of the Company. This process must be documented and a copy of that
documentation must be forwarded to the BCP regional coordinator.

FAIR DEALINGS:

     Global Communications Policy

     You will find Celanese's Global Communications Policy on the Intranet in
the Information Security section under the category "Policies and Guidelines".

     Privacy Laws

     Europe:

     The Directive on the Protection of Personal Data (95/46/EG) became
effective on October 25, 1998. The Directive establishes a clear and stable
regulatory framework to ensure both a high level of protection for the privacy
of individuals in all Member States and the free movement of personal data
within the European Union. The Directive also establishes rules to ensure that
personal data is only transferred to countries outside the EU when its continued
protection is guaranteed, so that the high


                                                                              23



standards of protection introduced by the Directive within the EU are not
undermined.

     The Directive lays down common rules to be observed by those who collect,
hold or transmit personal data as part of their economic or administrative
activities or in the course of the activities of their association. There is an
obligation to collect and process personal data only for specified, explicit and
legitimate purposes, and to ensure that such data is relevant, accurate and
up-to-date.

     Under the Directive, natural persons are granted a number of important
rights and may appeal to independent national authorities if they believe their
rights are not being respected. These rights include:

          o    information from subsequent data users about the origin of the
               data (where such information is available), the identity of the
               organization processing the data, and the purposes of such
               processing,

          o    a right of access to personal data relating to him/her,

          o    a right to have personal data that is shown to be inaccurate
               corrected, and

          o    the right to prohibit their data to be used in certain
               circumstances (for example, for direct marketing purposes,
               without providing any specific reason).

     In the case of sensitive data, such as an individual's ethnic or racial
origin, political or religious beliefs, trade union membership, or data
concerning health or sexual life, the Directive establishes that such data can
only be processed with the explicit consent of the individual. There are,
however, a number of exemptions, such as the consent of the person or if
disclosing the data would be in the public interest (e.g. for medical or
scientific research), provided, however, alternative safeguards were
established.

     For cases where data is transferred to non-EU countries, the Directive
includes provisions to prevent the EU rules from being circumvented. The basic
rule is that the data should only be transferred to a non-EU country if it will
be adequately protected there, although a practical system of exemptions and
special conditions also applies (such as for data where the subject has given
consent or which is necessary for performance of a contract with the person
concerned, to defend legal claims or to protect vital interests (e.g. health) of
the person concerned).

     U.S.A.:


                                                                              24



     There is no comprehensive data privacy law in the U.S.A. Generally, private
corporations adopt the data protection measures they deem necessary or
appropriate. Many U.S. corporations that collect information from online
consumers voluntarily post privacy policies which govern their handling of
consumer information. Companies that violate their posted privacy policies may
be subject to a Federal Trade Commission ("FTC") enforcement action for "unfair
or deceptive trade practices" under Section 5 of the FTC Act.

     In those instances where the voluntary approach has failed to provide
adequate privacy protections - or where there has been a perception that it has
failed to do so - self-regulation has been supplemented by specific federal
and/or state information privacy laws. These relate in particular to financial
institutions, insurance companies, the medical profession, and to information
collected from children.

     Canada:

     In Canada, the most comprehensive privacy law is the Personal Information
Protection and Electronic Documents Act, which protects the privacy of personal
information of an individual that is collected, used or disclosed in the private
sector. As of January 1, 2001, the Act applies to the federally-regulated
private sector, including telecommunications, broadcasting, banking and
interprovincial transportation, in respect of both customer and employee
information. It also applies to an organization that discloses personal
information across provincial or national borders, such as credit reporting
agencies. As of January 1, 2002, the Act applies to all organizations that
collect, use or disclose personal health information. As of January 1, 2004, the
Act applies to all personal information collected, used or disclosed in the
course of all commercial activity, except where such information is otherwise
protected by similar provincial law.

     If the Privacy Commissioner receives a complaint from an individual, he may
conduct an investigation and is empowered to seek and examine any relevant
information. Although the Commissioner has no power to compel organizations to
act on its findings or recommendations, a complainant or the Commissioner can
apply to the Federal Court for an order compelling an organization to correct
its practices to comply with the provisions of the Act. The Court can also award
damages to the complainant.

     The Commissioner may also conduct audits of organizational practices where
there are reasonable grounds to believe that an organization is violating the
Act.


                                                                              25



     The Act also protects organizations from recriminations for acting in good
faith to uphold the privacy provisions and employees or other individuals who
inform the Commissioner of perceived violations.

     Website Privacy Policy

     You will find the Website Privacy Policy on the Internet at
www.Celanese.com.

     Employee Data Privacy Policy

     You will find the Employee Data Privacy Policy on the Intranet in the
Information Security section under the category "Policies and Guidelines".

ENVIRONMENT, HEALTH AND SAFETY

     Environmental, Health and Safety Policy

     You will find the EHS policy on the Intranet under the category "Policies
and Guidelines".

USE OF COMPANY ASSETS, PROPERTY AND INFORMATION

     Electronic Communications Policy

     You will find the Electronic Communications Policy on the Intranet under
the category "Policies and Guidelines".

     On-line Identity Use Policy

     You will find the On-line Identity Use Policy on the Intranet in the
Information Security section under the category "Policies and Guidelines".

     Information Security Policy

     You will find the Information Security Policy on the Intranet under the
category "Policies and Guidelines".

     Information Classification Guidelines

     You will find the Information Classification Guidelines on the Intranet in
the Information Security section under the category "Policies and Guidelines".

INSIDER TRADING

     Insider Trading Policy

     You will find the "Insider Trading Policy on the Intranet under the
category "Policies and Guidelines".


                                                                              26



     Black-out Periods

     Employees who have access to insider information as a result of their work
in the area of regular financial reporting are subject to Black-out Periods for
trading in Celanese shares. Furthermore, employees who have access to insider
information due to their involvement in project work, e.g. mergers &
acquisitions, may also be subject to special transactional Black-out Periods.
Those employees will receive the information about the transactional Black-out
Period from the Disclosure Practices Committee or their respective supervisor.

     You will find the Black-out Periods as well as the Insider Trading Policy
on the Intranet under the category "Policies and Guidelines".

     Disclosure Practices Committee

     Celanese's Disclosure Practices Committee reviews all of Celanese's
disclosures to its security holders or the investment committee so that they are
accurate and fairly present Celanese's financial condition and results of
operations in all material respects. It also oversees the disclosure process so
that such disclosures are made in a timely manner and comply with all
requirements of applicable laws, regulations and stock exchange requirements.
The Committee consists of a core team comprising the Chief Financial Officer,
the Controller, the Director of Investor Relations, the Vice President of
HR/Communications, the General Counsel, and the Senior SEC Counsel. It also
calls upon other executives and outside experts as needed.

FINANCIAL INTEGRITY/DOCUMENT RETENTION

     Generally Accepted Accounting Principles

     Generally Accepted Accounting Principles (GAAP) are a combination of common
standards and procedures, at a particular time, for accounting and reporting of
the underlying financial data of an entity to present fairly, clearly and
completely the economic facts of the existence and operations of the company.
These standards are developed by either an authoritative accounting rule-making
body establishing a principle of reporting in a given area or via long-term
universal practice, or both.

     In the U.S.A., the major organizations that are instrumental in developing
these principles are the Financial Accounting Standards Board (FASB), the
American Institute of Certified Public Accountants (AICPA) and the Securities
and Exchange Commission (SEC). In Germany, corporate and tax laws are
supplemented by such generally accepted accounting principles


                                                                              27



developed over long-term practice (Grundsaetze ordnungsmassiger Buchfuehrung or
GoB) as well as the German Accounting Standards set by the German Accounting
Standards Board (Deutsche Rechnungslegungs Standard Committee (DRSC)) which
harmonize German standards with international standards.

     Records Retention Policy

     You will find the Celanese Records Retention Policy and related schedules
on the Intranet under the category "Policies and Guidelines".

BRIBERY AND FRAUD

     OECD Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions

     The Convention makes it a crime to offer, promise or give a bribe to a
foreign public official in order to obtain or retain international business
deals. In addition, a related document effectively puts an end to the practice
according tax deductibility for bribe payments made to foreign officials.

     The Convention commits the signatory countries to adopt common rules to
punish companies and individuals that engage in bribery transactions. The OECD
Working Group on Bribery in International Business Transactions also closely
monitors the signatory countries to determine the adequacy of their implementing
legislation.

     Laws that Implement OECD Convention

     U.S.A. - U.S. Foreign Corrupt Practices Act

     The U.S. Foreign Corrupt Practices Act ("FCPA") prohibits certain payments
to non-U.S. officials to influence a government act or decision in order to
obtain or retain business. These antibribery provisions apply to Celanese
Corporation, its subsidiaries and their officers, directors, employees and
agents.

          o    The FCPA makes it a crime to bribe or offer a bribe to a non-U.S.
               official, political party, party official or candidate for
               political office for the purpose of obtaining, retaining or
               directing business to any person, whether or not that person is
               the one paying or offering the bribe.

          o    Gifts to and entertainment of officials present difficult legal
               issues under the FCPA and should be reviewed with your designated
               legal counsel.

          o    Indirect payments made through agents are also strictly
               prohibited, as is the use of personal funds for such prohibited


                                                                              28



               purposes. The retention of consultants and agents is the
               principal area of exposure under the FCPA.

          o    The Company can be liable for the acts of its non-U.S.
               subsidiaries and affiliates if the Company authorizes the payment
               or is aware of the payment and does not take steps to demonstrate
               that it does not authorize or condone the payment.

          o    The law allows certain types of payments to non-U.S. officials,
               including payments to "facilitate" routine government actions.
               However, determining what is a "facilitating" payment involves
               difficult legal judgments. No payments or gifts related to the
               Company's business activities should be made to foreign
               officials, directly or indirectly, including any payment or gift
               thought to be "facilitating" or otherwise exempt from the law,
               unless approved in advance by your in-house legal counsel.

     Celanese is also required by the FCPA to keep records that accurately and
fairly reflect transactions and dispositions of assets. It must also maintain a
system of accounting controls to assure that transactions are properly
authorized, that financial statements can be prepared in accordance with
generally accepted accounting principles and that assets are properly controlled
and accounted for. Celanese must require its subsidiaries, and affiliates it
controls, whether U.S. or non-U.S., to comply with these FCPA recordkeeping
provisions.

     Violations of the FCPA's antibribery provisions can lead to fines against
the Company of up to $2 million per violation. Officers, directors and employees
may be fined up to $100,000 per violation. An officer, director or employee who
is a U.S. citizen, resident, or otherwise subject to U.S. jurisdiction, can be
imprisoned for up to five years.

     Violations of the FCPA's recordkeeping provisions can lead to civil fines
imposed by the U.S. Securities and Exchange Commission. A person who knowingly
circumvents, or fails to implement, internal accounting controls or knowingly
falsifies any records can be fined up to $1 million and imprisoned for not more
than 10 years.

     Brazil--Article 337 B and C of the Penal Code

     The Brazilian law makes it a crime to promise, offer or give, directly or
indirectly, any improper advantage to a foreign public official or to a third
person, in order for him or her to put into practice, to omit, or to delay any
official act relating to an international business transaction. It is also a
crime to request, require, charge or obtain, for oneself or for another person,
directly or indirectly, any advantage or promise of


                                                                              29



advantage in exchange for influencing an act carried out by a foreign public
official in the exercise of his or her functions relating to an international
business transaction. The Penal Code considers a foreign public official to be
someone who holds, a position, a job or a public function in a state body or in
diplomatic representation of a foreign country.

     Sanctions include fines and/or imprisonment.

     Canada - Corruption of Foreign Officials Act (the "CFPOA").

     The key provisions of the CFPOA include the following:

          o    It is a criminal offense to directly or indirectly bribe or offer
               a bribe to a non-Canadian public official, which includes persons
               who hold an administrative, legislative or judicial position or
               who otherwise perform public duties for the foreign country.

          o    It is a criminal offense to possess property or any proceeds of
               property obtained or derived directly or indirectly from the
               commission of bribery.

          o    It is a criminal offense to launder property or any proceeds of
               property with the intent of concealing that the property was
               obtained or derived directly or indirectly from the commission of
               bribery.

          o    Liability for acts prohibited under the CFPOA can arise from
               activities conducted anywhere in the world; and

          o    Certain payments may be made to non-Canadian public officials,
               including where such payment:

               o    is permitted by the laws of the non-Canadian public
                    official's country,

               o    is to reimburse the non-Canadian public official for
                    reasonable expenses incurred directly related to the
                    promotion, demonstration and explanation of the products or
                    services of the payer or to the execution or performance of
                    a contract between the payer and the public official's
                    country,

               o    is made to expedite or secure the performance of any act of
                    the non-Canadian public official that is part of the
                    official's duties or functions.

     Indirect attempts at bribery, such as attempts by agents or consultants
retained by the Company, are also strictly prohibited under the CFPOA.

     Giving gifts or providing entertainment to non-Canadian public officials
falls within a gray area under the CFPOA. Under the CFPOA,


                                                                              30



detailed information about transactions and dispositions of assets must be kept
in accordance with generally accepted accounting principles.

     Under the CFPOA, bribery of non-Canadian public officials, and associated
activities, is a criminal offense exposing a wrongdoer to a penalty of up to
five or ten years imprisonment (depending upon the offense) or, if such offense
is considered not to be "serious", to a lesser penalty of six months
imprisonment or a fine of up to $50,000.00 or both.

     France - Articles 435 II, III, IV of the Criminal Code

     The French law penalizes the act of any person proposing, offers, promises,
gifts, presents or advantages of any kind, whether directly or indirectly, to a
foreign public official so that the official performs or refrains from
performing his official duties in order for the person to obtain an advantage in
the conduct of international business. Sanctions are imprisonment for up to ten
years and a fine of up to (euro)150,000. French jurisdiction applies, whenever
one of the acts constituting a bribe takes place on French territory.

     Germany - The Act on Combating International Bribery (Gesetz zur
Bekaempfung internationaler Bestechung - IntBestG)

     The Act transforms the OECD Convention into German criminal law and makes
it a criminal offence to offer, promise or grant to a member of a legislative
body of a foreign state or to a member of a parliamentary assembly of an
international organization, an advantage for that member or for a third party in
order to obtain or retain for him/herself or a third party business, or an
unfair advantage in international business transactions, in return for the
Member's committing an act or omission in future in connection with his/her
mandate or functions.

     The Act also applies, regardless of the place of commission, to Germans who
bribe foreign public officials in connection with international business
transactions, or who bribe foreign members of parliament in connection with
international business transactions.

     Mexico--Federal Criminal Code, Chapters X and XI

     Pursuant to Chapter X of the Mexican Criminal Code, it is a crime for a
domestic government official, on his own or through a third party, to request or
receive money or gifts to perform or refrain from performing any just or unjust
act related to his function. It is also a crime for any person to offer money or
gifts to a domestic government official to induce


                                                                              31



him to perform or refrain from performing any just or unjust act relating to his
function.

     Chapter XI makes it a crime for any person to offer, promise or give money,
gifts or their equivalent in goods or services, to a foreign government official
to induce him to perform or refrain from performing any act relating to his
function or any act beyond the scope of his function, in order for such person
to obtain or retain undue advantages in the development or conduct of
international commercial transactions. The law considers a foreign official to
be any person who holds a public post considered as such by the applicable law,
whether in the legislative, executive or judicial branches of a foreign state,
or an autonomous or majority government owned agency or enterprise, or an
international organization.

     Sanctions vary with the amount of the bribe and can include fines and two
to 14 years' imprisonment.

     Spain - Articles 445 bis, 423 of the Penal Code

     The Spanish law penalizes the conduct of any person who, through presents,
gifts, offers or promises, corrupts or tries to corrupt, directly or indirectly,
authorities or public officials, whether from foreign or international
organizations, to get any advantage in the exercise of their function. The
sanctions are imprisonment between one and six years and fines up to triple the
value of the bribe. Spanish jurisdiction applies whenever the bribe, in whole or
in part, takes place on Spanish territory.

     Minor Exceptions to the OECD Convention

     Under some circumstances, certain types of payments, including payments to
"facilitate" routine government actions may be permitted, but determining what
is a "facilitating payment" or is otherwise exempt from these laws, involves
difficult legal judgments and must be approved in advance by in-house legal
counsel.

INTERNATIONAL COMMERCE

     International Agreements

     Chemical Weapons Convention

     The Chemical Weapons Convention, which became effective on April 29, 1997,
bans the development, production, stockpiling or use of chemical weapons and
prohibits the signatories ("States Parties") from assisting or encouraging
anyone to engage in a prohibited activity. The Convention


                                                                              32



provides for the declaration and inspection of all States Parties' chemical
weapons and chemical weapon production facilities and oversees the destruction
of such weapons and facilities.

     The Convention also establishes a comprehensive verification scheme and
requires the declaration and inspection of facilities that produce, process or
consume certain chemicals, many of which have significant commercial
applications. The Convention also requires States Parties to report exports and
imports and to impose export and import restrictions on certain chemicals. These
requirements apply to all entities under the jurisdiction and control of States
Parties, including individuals and commercial entities such as Celanese.

     Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use
Goods and Technologies

     The Wassenaar Arrangement ("WA") is the first multilateral institution
covering both conventional weapons and sensitive dual-use goods and
technologies. The WA received final approval by 33 co-founding countries* in
July 1996, and began operations in September 1996.

     The WA is designed to prevent destabilizing accumulations of arms and
dual-use goods and technologies. The WA encourages transparency, consultation
and, where appropriate, national policies of restraint. In doing so, the WA
fosters greater responsibility and accountability in transfers of arms and dual
use goods and technologies. The WA also provides a venue in which governments
can consider collectively the implications of various transfers on their
international and regional security interests. This is the principal security
benefit of membership.

     WA members maintain export controls on the WA Munitions and Dual-Use lists.
These lists regularly are reviewed by experts of the Participating States and
revised as needed. However, the decision to transfer or deny any controlled item
remains the responsibility of individual member states. To facilitate meeting
the WA's principal objective of preventing destabilizing accumulations, members
report on their decisions to transfer or deny to nonmembers certain classes of
weapons and dual-use technologies.

     WA meetings are held in Vienna, where the Arrangement has established a
small secretariat. Plenary meetings are held at least once a year. The

----------
     * The 33 Wassenaar Arrangement members are: Argentina, Australia, Austria,
Belgium, Bulgaria, Canada, Czech Republic, Denmark, Finland, France, Germany,
Greece, Hungary, Ireland, Italy, Japan, Luxembourg, Netherlands, New Zealand,
Norway, Poland, Portugal, Republic of Korea, Romania, Russia, Slovakia, Spain,
Sweden, Switzerland, Turkey, Ukraine, United Kingdom, and the U.S.A.


                                                                              33



Plenary has established a General Working Group, an Expert Group, and a
Licensing and Enforcement Officers subgroup, which meet periodically.

     Missile Technology Control Regime (MTCR)

     The MTCR is an informal, political understanding among 33 member states**
that seek to limit the proliferation of missiles and missile technology.

     The MTCR Partners have committed to apply a common export policy (MTCR
Guidelines) applied to a common list (MTCR Annex) of controlled items, including
virtually all key equipment and technology needed for missile development,
production, and operation. The Guidelines and Annex are implemented by each
Partner in accordance with its national laws and legislation.

     The MTCR Guidelines restrict transfers of missiles -- and technology
related to missiles -- for the delivery of weapons of mass destruction (WMD).
The Regime places particular focus on missiles capable of delivering a payload
of at least 500 kg to a distance of at least 300 km -- so-called "Category I" or
"MTCR-class" missiles.

     The MTCR Guidelines are open to all nations to implement, whether or not
they are MTCR Partners; we encourage all governments to unilaterally adhere to
the Guidelines.

     Australia Group

     The Australia Group (AG) was founded in 1984 to ensure that the industries
of the participating countries did not assist, either purposefully or
inadvertently, states seeking to acquire chemical and biological weapons
capability.

     Thirty countries participate in the AG***. The AG has no charter or
constitution and operates by consensus. The group meets annually in Paris.
Members must meet certain criteria, including an established, effective,

----------
     ** Missile Technology Control Regime (MTCR) Membership (as of May 1, 2001):
Argentina, Australia, Austria, Belgium, Brazil, Canada, Czech Republic, Denmark,
Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Japan,
Republic of Korea, Luxembourg, The Netherlands, New Zealand, Norway, Poland,
Portugal, Russia, South Africa, Spain, Sweden, Switzerland, Turkey, Ukraine,
United Kingdom, and the U.S.A.

     ***Australia, Argentina, Austria, Belgium, Canada, the Czech Republic,
Denmark, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy,
Japan, Luxembourg, the Netherlands, New Zealand, Norway, Poland, Portugal,
Romania, Slovakia, South Korea, Spain, Sweden, Switzerland, UK, and the U.S.A.


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legally-based system of national export controls, and demonstrated compliance
with all multilateral treaties banning CBW activities.

     The AG seeks to impede the proliferation of chemical and biological weapons
by providing a multilateral venue for:

          o    harmonizing export controls on chemical weapons precursor
               chemicals and dual-use facilities and manufacturing equipment
               that could be used in the production of chemical or biological
               weapons,

          o    sharing information about global trends in the proliferation of
               chemical and biological weapons, and entities attempting to
               procure weapons-related materials,

          o    consulting with AG non-participants, to encourage them to
               establish similar national export-licensing systems.


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