SECURITIES AND EXCHANGE COMMISSION
 
                            WASHINGTON, D.C. 20549

                                    
                                  FORM 10-Q/A
                                Amendment No. 1     
 
(Mark One)
 
[X]    Quarterly Report under Section 13 or 15(d) of the Securities
       Exchange Act of 1934 

       For the quarterly period ended March 31, 1997
 
[_]    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.)
 
 
       30 INDEPENDENCE BOULEVARD
          WARREN, NEW JERSEY                                      07059
(Address of principal executive offices)                        (Zip Code)


       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



                                                                                                        PAGE
                                                                                                    
PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K.............................................................   11


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

                                       2

 
PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

 
(a) EXHIBITS
    
     10.14    Agreement, signed April 10, 1997, between the Company and Harry 
              R. Benz (a portion of this exhibit has been omitted pursuant to a
              request for confidential treatment)    
 
     27       Financial Data Schedule (included in electronic filing only)
 
(b) FORM 8-K


     During the quarter ended March 31, 1997, no reports on Form 8-K were filed.

    
     Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-Q/A 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

 
     
May 14, 1997                             /s/ R. W. Smedley      
                                         -------------------------------
                                         R. W. Smedley                
                                         Vice President and Controller

                                       11

 
                               INDEX TO EXHIBITS
                               -----------------
    
10.14        Agreement, signed April 10, 1997, between the Company and Harry R.
             Benz (a portion of this exhibit has been omitted pursuant to a
             request for confidential treatment)    
 
27           Financial Data Schedule (included in electronic
             filing only)