EXHIBIT 99.5

                          HUNTSMAN ICI CHEMICALS LLC

                           Offer for all Outstanding
                    10 1/8% Senior Subordinated Notes due 2009
                                in Exchange for
                    10 1/8% Senior Subordinated Notes due 2009
                        That Have Been Registered Under
                          the Securities Act of 1933,
                                  As Amended


To:  Brokers, Dealers, Commercial Banks,
     Trust Companies and Other Nominees:

     Huntsman ICI Chemicals LLC (the "Issuer") is offering, upon and subject to
the terms and conditions set forth in the prospectus dated          , 1999 (the
"Prospectus"), and the enclosed letters of transmittal (the "Letters of
Transmittal"), to exchange (the "Exchange Offer") their 10 1/8% Senior
Subordinated Notes due 2009 that have been registered under the Securities Act
of 1933, as amended, for their outstanding 10 1/8% Senior Subordinated Notes due
2009 (the "Old Notes"). The Exchange Offer is being made in order to satisfy
certain obligations of the Issuer contained in the exchange and registration
rights agreement in respect of the Old Notes, dated June 30, 1999, by and among
the Issuer and the initial purchasers referred to therein.

     We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer.  For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:


     1.   Prospectus dated         , 1999;

     2.   A Letter of Transmittal relating to the Old Notes denominated in
dollars for your use and for the information of your clients;

     3.   A Letter of Transmittal relating to the Old Notes denominated in euros
for your use and for the information of your clients;

     4.   A Notice of Guaranteed Delivery relating to the Old Notes denominated
in dollars and a Notice of Guaranteed Delivery relating to the Old Notes
denominated in euros, each of which is to be used to accept the Exchange Offer
if certificates for Old Notes are not immediately available or time will not
permit all required documents to reach the Exchange Agent prior to the relevant
Expiration Date (as defined below) or if the procedure for book-entry transfer
cannot be completed on a timely basis;

     5.   A form of letter which may be sent to your clients for whose account
you hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Exchange Offer; and

     6.   Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

     Your prompt action is requested. The Exchange Offer will expire at    p.m.,
New York City time, on      , 1999 with respect to the Old Notes denominated in
dollars and at      p.m., London time, on   , 1999 with respect to the Old Notes
denominated in euros, unless, in each case, extended by the Issuer (each, an
"Expiration Date"). Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before the relevant Expiration Date.

     To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal relating to the proper denomination of Old Notes
(or facsimile thereof or Agent's Message in lieu thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing the Old Notes, or a timely
confirmation of a book-entry transfer of such Old Notes, should be delivered to
the Exchange Agent, all in accordance with the instructions set forth in the
Letters of Transmittal and the Prospectus.

     If a registered holder of Old Notes desires to tender, but such Old Notes
are not immediately available, or time will not permit such holder's Old Notes
or other required documents to reach the Exchange Agent before the relevant
Expiration Date, or the procedure for book-entry transfer cannot be completed on
a timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus under "The Exchange Offer--Guaranteed
Delivery Procedures."

     The Issuer will, upon request, reimburse brokers, dealers, commercial banks
and trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding the Prospectus and the related documents to the beneficial
owners of Old Notes held by them as nominee or in a fiduciary capacity. The
Issuer will not make any payments to brokers, dealers, or others soliciting
acceptances of the Exchange Offer. The Holders will not be obligated to pay or
cause to be paid all stock transfer taxes applicable to the exchange of Old
Notes pursuant to the Exchange Offer.

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     Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to
, the Exchange Agent for the Exchange Offer, at its address and telephone number
set forth on the front of the Letter of Transmittal.

                               Very truly yours,



               Huntsman ICI Chemicals LLC



     NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

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