SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the quarterly period ended September 30, 1995

[___] Transition report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934

For the period from __________ to __________

Commission File Number 33-13326

_____________

HOECHST CELANESE CORPORATION
(Exact name of Registrant as specified in its charter)

DELAWARE 13-5568434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1041 ROUTE 202-206
BRIDGEWATER, NEW JERSEY 08807
(Address of principal executive (Zip Code)
offices)

Registrant's telephone number, including area code: (908) 231-2000

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes___X___ No______

All outstanding shares of Hoechst Celanese Corporation stock are owned by its
parent, Hoechst Corporation.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION PAGE

Item 1 - Consolidated Financial Statements

Consolidated Balance Sheets - September 30, 1995 and December 31, 1994............................. 3

Consolidated Statements of Earnings -
Three months and nine months ended September 30, 1995 and 1994................................... 4

Consolidated Statements of Cash Flows -
Nine months ended September 30, 1995 and 1994.................................................... 5

Notes to Consolidated Financial Statements......................................................... 6

Item 2 -Management's Discussion and Analysis of Financial Condition and Results of Operations........ 8

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings........................................................................... 12

Item 6 - Exhibits and Reports on Form 8 - K ......................................................... 13

NOTE : The Registrant is referred to in this 10-Q as the Company or Hoechst Celanese.

PART I - FINANCIAL INFORMATION

ITEM I - CONSOLIDATED FINANCIAL STATEMENTS

HOECHST CELANESE CORPORATION

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

SEPTEMBER 30, DECEMBER 31,
1995 1994
-------------- ------------
(IN MILLIONS)

ASSETS

Current Assets:
Cash and cash equivalents.............. $ 498 $ 170
Marketable securities.................. 54 39
Net receivables........................ 2,029 1,286
Inventories............................ 964 901
Deferred income taxes.................. 129 95
Prepaid expenses....................... 31 20
------- -------
Total current assets................... 3,705 2,511
------- -------

Investment in affiliates............... 453 376

Property, plant and equipment.......... 4,588 4,504
Accumulated depreciation and........... (1,854) (1,712)
amortization ------- -------
Net property, plant and equipment...... 2,734 2,792

Deferred income taxes.................. 44 75
Other assets........................... 336 393
Excess of cost over fair value of net.. 995 1,023
assets of businesses acquired, net
Net assets of discontinued operations.. 152 748
held for distribution ------- -------
Total assets........................... $ 8,419 $ 7,918
======= =======

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
Commercial paper and current........... $ 45 $ 36
installments of long-term debt
Accounts payable and accrued liabilities 1,368 1,267
Dividends payable to parent............ - 60
Notes and accounts payable, parent and 597 593
affiliates
Income taxes payable................... 386 249
------- -------
Total current liabilities.............. 2,396 2,205
------- -------

Long-term debt......................... 1,050 1,080
Minority interests..................... 408 347
Other liabilities...................... 1,171 1,122

Stockholder's equity:
Common stock........................... - -
Additional paid-in capital............. 2,804 2,804
Retained earnings...................... 689 409
Cumulative translation and other....... (99) (49)
adjustments ------- -------
Total stockholder's equity............. 3,394 3,164
------- -------

Total liabilities and stockholder's.... $ 8,419 $ 7,918
equity ======= =======

See accompanying notes to consolidated financial statements.

PART I - FINANCIAL INFORMATION

ITEM I - CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

HOECHST CELANESE CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
(IN MILLIONS) (IN MILLIONS)

Net sales $1,945 $1,772 $6,002 $5,181
Cost of sales................................................. 1,469 1,405 4,522 4,118
------ ------ ------ ------
Gross profit.................................................. 476 367 1,480 1,063

Selling, general and administrative........................... 227 176 623 544
expenses
Research and development expenses............................. 52 53 157 146
Special charge................................................ - - - 70
------ ------ ------ ------
Operating income.............................................. 197 138 700 303

Equity in net earnings (loss) of.............................. 1 - 5 (1)
affiliates
Interest expense.............................................. (27) (28) (85) (84)
Interest and other income, net................................ 58 11 141 29
------ ------ ------ ------
Earnings before income taxes and.............................. 229 121 761 247
minority interests

Income taxes.................................................. 78 30 253 (14)
------ ------ ------ ------
Earnings before minority interests............................ 151 91 508 261

Minority interests............................................ 45 33 173 69
------ ------ ------ ------
Earnings from continuing operations........................... 106 58 335 192

Loss from discontinued operations, net........................ - (34) (55) (100)
of taxes ------ ------ ------ ------

Net earnings.................................................. $ 106 $ 24 $ 280 $ 92
====== ====== ====== ======

See accompanying notes to consolidated financial statements.

PART I - FINANCIAL INFORMATION

ITEM I - CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

HOECHST CELANESE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

NINE MONTHS ENDED
SEPTEMBER 30,
------------
1995 1994
---- ----
(IN MILLIONS)

Operating activities:
Earnings from continuing operations................. $ 335 $ 192
Adjustments to reconcile earnings from
continuing operations to net cash
provided by operating activities:
Depreciation and amortization....................... 338 350
Change in equity of affiliates...................... (4) 8
Tax provision less taxes paid....................... 98 (185)
Changes in operating assets and
liabilities:
Net receivables..................................... (262) (51)
Inventories......................................... (106) 79
Prepaid expenses.................................... (12) (1)
Accounts payable and accrued liabilities............ 121 158
Minority interest.................................. 42 16
Other, net......................................... 180 (19)
Net cash provided by (used in)
operating activities of discontinued.............. 79 (233)
operations ----- -------
Net cash provided by operating..................... 809 314
activities ----- -------

Investing activities:
Capital expenditures.............................. (341) (329)
Proceeds from sale of marketable
securities....................................... 32 58
Proceeds from sale of
businesses and assets............................ 2 -
Purchases of and investments in
businesses and assets............................ - (15)
Purchases of marketable securities................ (44) (54)
Net cash used in investing activities............ (19) -
of discontinued operations ------ -------
Net cash provided by (used in) (370) (340)
investing activities ------ -------

Financing activities:
Proceeds from long-term debt - 478
Proceeds from short-term borrowings 658 3,050
Payments on long-term debt (30) (272)
Payments on short-term borrowings (650) (3,037)
Dividends paid (60) (70)
------ ------
Net cash (used in) provided by
financing activities........................... (82) 149
------ -------
Exchange rate changes on cash..................... (29) (12)

Net increase in cash and cash
equivalents.................................... 328 111

Cash and cash equivalents at beginning
of period......................................... 170 167
----- -------
Cash and cash equivalents at end of $ 498 $ 278
period ===== =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for: $ 106 $ 124
Interest, net of amounts capitalized
Income taxes 134 130

See accompanying notes to consolidated financial statements.

PART I - FINANCIAL INFORMATION

ITEM I - CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

HOECHST CELANESE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

Hoechst Celanese Corporation (the "Company") is wholly owned by Hoechst
Corporation ("Parent"), a holding company, itself a wholly owned subsidiary of
Hoechst Aktiengesellschaft ("Hoechst AG").

The consolidated financial statements are unaudited and subject to year-end
audit and adjustments. In the opinion of management, the financial statements
include all adjustments (consisting only of normal accruals) which are necessary
to present fairly the results for the interim periods reported. Results for the
three-month and nine-month periods ended September 30, 1995 are not necessarily
indicative of the results that will be realized for the full year. All
significant intercompany balances and transactions have been eliminated in
consolidation. The consolidated financial statements include the accounts of the
Company, its majority-owned subsidiaries, joint ventures and partnerships.

(2) DISCONTINUED OPERATIONS

On July 18, 1995, Hoechst Corporation, the Company's parent, completed the
acquisition of Marion Merrell Dow Inc. ("MMD"). In line with Hoechst AG's
worldwide strategy, the pharmaceutical operations in North America are being
realigned. Accordingly, the Company's management approved a formal plan to
transfer its interests in Copley Pharmaceutical, Inc. and Hoechst-Roussel
Pharmaceuticals Inc. to its Parent or the subsidiaries of its Parent. The
Company has reflected the operating results of these businesses as discontinued
operations in the accompanying consolidated financial statements. The transfer
of the carrying value of the net assets of these businesses was effective July
1, 1995. Accordingly, the Company will be reimbursed by it's Parent for any
costs, including operating losses, the Company might incur associated with the
strategic realignment of the pharmaceutical operations. Beginning with second
quarter 1995, the Company eliminated its Life Sciences segment. The other
businesses formerly reported under Life Sciences, i.e. Animal Health, Crop
Protection and Bulk Pharmaceuticals, are included in the Specialties and
Advanced Materials segment.

The 1994 consolidated financial statements have been restated to conform to
the 1995 presentation. The combined net sales of the pharmaceutical business
for the three- and nine-month periods ended September 30, 1994 were $ 117
million and $296 million, respectively. The combined net sales for the
pharmaceutical business for the nine-months ended September 30, 1995 were $215
million.

PART I - FINANCIAL INFORMATION

ITEM I - CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3) INVENTORIES

SEPTEMBER 30, DECEMBER 31,
1995 1994
------------ ------------
(IN MILLIONS)

Finished goods.......................... $ 755 $ 673
Work-in-process......................... 96 90
Raw materials and supplies.............. 199 213
------ -----
Subtotal................................ 1,050 976
Excess of current costs over stated (86) (75)
values................................. ------ -----
Total inventories....................... $ 964 $ 901
====== =====

(4) COMMITMENTS AND CONTINGENCIES

The Company is a defendant in a number of lawsuits, including product
liability and personal injury actions. Certain of these lawsuits purport to be,
or have been preliminarily certified as, class actions. In some of these
lawsuits, claimed damages are substantial. While it is impossible at this time
to determine with certainty the ultimate outcome of the lawsuits, management
believes, based on the advice of counsel, that adequate provisions have been
made for probable losses with respect thereto and that the ultimate outcome will
not have a material adverse effect on the consolidated financial position, or
results of operations of the Company.

On November 7, 1995, the Company and Shell Oil Company ("Shell")
announced an agreement with the Alabama plaintiffs in the Alabama state court
class action to include the Alabama class action within the nationwide class
action pending in Tennessee state court. The Agreement included an increase in
the settlement amount to $950 million. This comprehensive settlement would
eliminate the conflict between the Tennessee class action settlement and the
Alabama state court class action litigation. On November 8, 1995 the judge in
the Tennessee class action approved the fairness of the comprehensive
settlement. The settlement would provide broad relief to substantially all
homeowners with leaking polybutylene systems. Qualifying property owners would
be entitled to new plumbing systems of their choice, free of charge, and
payments for certain proven property damages.

PART I - FINANCIAL INFORMATION

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

On July 18, 1995, Hoechst Corporation, the Company's parent, completed
the acquisition of Marion Merrell Dow Inc. ("MMD"). In line with the
worldwide strategy of Hoechst Aktiengesellschaft, ("Hoechst AG"), the
pharmaceutical operations in North America are being realigned. Accordingly, the
Company's management approved a formal plan to transfer its interest in Copley
Pharmaceutical, Inc. and Hoechst-Roussel Pharmaceuticals Inc. to its Parent or
the subsidiaries of its Parent. The Company has reflected the operating results
of these businesses as discontinued operations in the accompanying consolidated
financial statements. The transfer of the carrying value of the net assets of
these businesses was effective July 1, 1995. Accordingly, the Company will be
reimbursed by it's Parent for any costs, including operating losses, the Company
might incur associated with the strategic realignment of the pharmaceutical
operations. Beginning with second quarter 1995, the Company eliminated its Life
Sciences segment. The other businesses formerly reported under Life Sciences,
i.e., Animal Health, Crop Protection and Bulk Pharmaceuticals, are included in
the Specialties and Advanced Materials segment.

Sales for the first nine months of 1995 increased by 16 % to $ 6,002
million from $5,181 million for the comparable 1994 period, and sales for the
third quarter of 1995 increased by 10% to $1,945 million from $1,772 million in
1994. The largest sales improvements were realized in the Chemicals and Fibers
and Film segments. The Chemicals segment sales improved for both the third
quarter and nine months with most major product lines showing favorability over
the prior periods with the most notable improvement in acetyls. Both vinyl
acetate monomers and acetic acid product lines continued to see strong demand
and pricing for the nine months of 1995. Although some softness in the market
was noticed in the third quarter 1995 from the prior quarters, these products
were favorable over the same prior year period. The Fibers and Film segment
experienced sales growth over the comparable 1994 periods. In Textile Fibers,
polyester staple sales volume rose for the nine months due to the continuing
strong demand for manufactured fiber in cotton blends and pricing increases to
cover higher raw material costs. This improvement more than offset volume
decreases in acetate filament caused by the continued softness in the overall
women's wear market. The Technical Fibers group experienced sales growth for
both the third quarter and nine months due to filter products volumes,
particularly to the Far East, and improved spunbond volumes in the geotextile
market as a result of increased construction activity. Polyester Resins and
Films sales increased for both the third quarter and nine months as a result
of strong demand for polyester film in the industrial and reprographic markets
and increased volumes attributed to an announced October 1, 1995 price increase.
Continued high demand in polyester resins also contributed to increased sales.
The Specialties and Advanced Materials segment sales for both the third quarter
and the nine months were comparable to the prior year, as sales gains in
Advanced Materials offset the decline in Specialty Chemicals' sales. In
Advanced Materials, overall sales improvements versus the comparable periods of
1994 resulted from favorable sales volumes across most product lines for both
periods largely resulting from continued strong domestic and export demand,
further commercialization of products and the benefit of a strong economy.
Specialty Chemicals experienced a downturn in sales for the third quarter and
the nine months. For the three-month period, the decline stemmed primarily from
price and volume declines in superabsorbants resulting from intense competition,
and a reduction in volumes due to the transfer of the dyes business to the
DyStar joint venture and the sale of a product line within the separations
business. These declines were too large to be countered by the improved
domestic volumes in surfactants, fine chemicals and bulk pharmaceuticals and
intermediates. For the nine-month period, improvements in animal health
resulting from volume increases in growth promotants for cattle and the
introduction of new crop protection products were more than enough to offset
declines in superabsorbants and separation products.

PART I - FINANCIAL INFORMATION

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS (CONTINUED)

Selling, general and administrative expenses ("SG&A") increased by $79
million for the nine-month period and increased $51 million for the third
quarter over the comparable 1994 time period. The increases resulted from
higher personnel related costs associated with higher profit sharing and
increased reengineering spending especially in the Fibers area.

Research and development expenses remained at the same levels for the
three-month period and increased by $11 million for the nine-months. This
increase was primarily in the Advanced Technology segment.

Operating income for the nine-month period of $700 million was $397
million greater than the comparable period in the prior year. Operating income
for the third quarter increased by $59 million to $197 million. The nine months
improved over the comparable 1994 periods resulting from a 1994 second quarter
charge of $70 million, net of estimated insurance recoveries, related to product
liability claims (Refer to December 31, 1994 Form 10-K, Part II, Item 7.) as
well as improvements in all operating segments. In the Chemicals segment, the
significant increase in sales for both periods resulted from increased volumes
and pricing, particularly in methanol, which more than offset the higher raw
material costs for ethylene and propylene. Improvements in the Fibers and Film
segment over prior year periods were led by Technical Fibers and Polyester
Resins and Films. In Textile Fibers, operating income decreased for both the
three and nine-month periods as demand for acetate filament declined, offsetting
volume increases in sewing thread. Although the cost of raw materials
increased, higher filter product sales volumes for Technical Fibers resulted in
increased operating income over the same periods last year. This increase is
mainly due to the timing of tow shipments. The operating income for Polyester
Resins and Films improved over the prior quarter and nine months due to higher
sales volumes in polyester film and polyester resins which were partially offset
by price increases for major raw materials. In the Specialties and Advanced
Materials segment, Advanced Materials strong volumes increased because of
demand in most product lines resulting in improved operating income over the
comparable 1994 periods. Specialty Chemicals' operating income declined for
both periods as the result of higher raw material and manufacturing costs in
surfactants, superabsorbants and specialty and paper chemicals, as well as price
and volume declines for dyes and superabsorbants which more than offset the
improvements in crop protection and animal health, the result of the
introduction of new products.

Equity in net earnings (loss) of affiliates improved for both periods
due to increased earnings in a 45% owned affiliate, which sells copolymer and
resins resulting from improved sales and the effect of the weakening of the U.S.
dollar against the Japanese yen.

Interest and other income reflects the gain associated with
transferring the Company's methanol production assets at the Clear Lake, TX.
plant and forming a joint venture with Valero Javelina Company which started up
in the third quarter 1995.

The effective tax rate increased for the nine-months and third quarter
from the comparable 1994 periods. The increase is primarily attributable to
U.S. earnings taxed at higher rates representing a larger proportion of total
earnings.

PART I - FINANCIAL INFORMATION

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS (CONTINUED)

Due to the significant devaluation of the Mexican New Peso in December
1994 and its continued weakening against the U.S. dollar throughout 1995, the
equity section of the Company was negatively impacted for the nine-month period
ending September 30, 1995 by approximately $50 million from the translation
effect of the Company's 40% ownership of Grupo Celanese, S.A. (formerly Celanese
Mexicana, S.A.). The Company is uncertain about the potential unfavorable
impact of future fluctuations of the Mexican peso.

RATIO OF EARNINGS FROM CONTINUING OPERATIONS TO FIXED CHARGES

The ratio of earnings to fixed charges for the third quarter and nine
months of 1995 was 7.2 and 7.9, respectively compared to 4.7 and 3.3 for the
1994 periods. The increase for both periods was due to the strong earnings from
continuing operations. For purposes of calculating the ratio of earnings to
fixed charges, earnings consist of earnings from continuing operations before
fixed charges, minority interests and income taxes. Fixed charges consist of
interest and debt expense, capitalized interest and the estimated interest
portion of rents under operating leases.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $498 million on September 30, 1995, an
increase of $328 million from December 31, 1994. The increase primarily resulted
from net cash provided by operations of $809 million, partially offset by $ 370
million from investing activities, and $82 million from financing activities.

For the nine-month period ended September 30, 1995, the Company
borrowed $462 million and repaid $462 under its commercial paper program and its
revolving credit agreement with its Parent. There were no outstanding balances
under the Company's commercial paper program or its revolving credit agreement
at September 30, 1995. The Company also prepaid $25 million on its 5-year term
loan with its Parent.

The Company had an aggregate $175 million outstanding of its medium-
term notes as of September 30, 1995. The Company may sell from time to time up
to an additional $250 million of such notes. The proceeds of any medium-term
notes to be sold will be used for general corporate purposes.

PART I - FINANCIAL INFORMATION

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The Company expects that its capital expenditures, investments and
working capital requirements will continue to be met primarily from internally
generated funds from operations. However, the Company may, due to the timing of
funding requirements or investments, supplement its liquidity from external or
affiliated sources. Such sources include the Company's medium-term note shelf
registration, its commercial paper program or loans from its Parent or Hoechst
AG and affiliates.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

Regarding the class action lawsuit pending against the Company
relating to shipments of allegedly toxic waste to a waste oil processing site in
Livingston Parish, Louisiana, described in Part I, Item 3 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994, the
trial judge, at a fairness hearing held in September 1995, approved a settlement
which includes the Company's share of two million dollars and is expected to
resolve the Company's liabilities to all members of the plaintiff class
certified by the court, other than a limited number of parties who elected to
opt out of the class. Prior to the settlement, the trial judge amended the
class definition to include all residents of Livingston Parish, approximately
70,000 people.

Reference is made to Part 2, Item 1 - Legal Proceedings of the
Company's Report on Form 10-Q for the quarterly period ended June 30, 1995, for
a discussion regarding the Plumbing Actions against the Company which were
previously described in Part 1, Item 3 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 (the "Company's 1994 Annual
Report").

The Company is not liable for any alleged defects in such systems
which were designed, manufactured and marketed by other companies. Nonetheless,
the Company has agreed to participate in the proposed settlements described
above to reduce litigation expenses and to provide relief to qualifying
homeowners with polybutylene plumbing systems.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) NONE REQUIRED.

(b) FORM 8-K

During the quarter ended September 30, 1995, no reports on Form 8-K
were filed.

Pursuant to the requirements of the Securities and Exchange Act of
1934, this form 10-Q has been signed on behalf of the Registrant by its Chief
Accounting Officer who is authorized to sign on behalf of the Registrant.

Hoechst Celanese Corporation

/s/R. W. Smedley
Vice President and Controller

November 14, 1995