SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): May 10, 2006

                              CELANESE CORPORATION
                              --------------------
             (Exact Name of Registrant as specified in its charter)

          DELAWARE                      001-32410                98-0420726
-------------------------------   ----------------------   ---------------------
(State or other jurisdiction        (Commission File            (IRS Employer
     of incorporation)                   Number)             Identification No.)

                 1601 WEST LBJ FREEWAY, DALLAS, TEXAS 75234-6034
                 -----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (972) 443-4000

                                 NOT APPLICABLE
                                 --------------
         (Former name or former address, if changed since last report):

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



ITEM 8.01 OTHER EVENTS

On May 9, 2006, Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital
Partners (Cayman) Ltd. 2, Blackstone Capital Partners (Cayman) Ltd. 3 and BA
Capital Investors Sidecar Fund, L.P. (collectively, the "selling stockholders")
and Celanese Corporation (the "Company") entered into an underwriting agreement
(the "Underwriting Agreement") with Goldman, Sachs & Co. (the "Underwriter")
pursuant to which the selling stockholders agreed to sell to the Underwriter
35,000,000 shares of the Company's Series A common stock in a registered public
secondary offering pursuant to the Company's new universal shelf registration
statement on Form S-3 filed on May 9, 2006. As part of the offering, the selling
stockholders have granted to the Underwriter an over-allotment option to
purchase up to an additional 5,250,000 shares of Series A common stock. The
Underwriting Agreement and the legal opinion relating to the offering are filed
herewith as Exhibits 1.1 and 5.2, respectively.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      (c) Exhibits




Exhibit Number          Description
--------------          -----------
                     
1.1                     Underwriting Agreement, dated May 9, 2006

5.2                     Opinion of Simpson Thacher & Bartlett LLP

23.1                    Consent of Simpson Thacher & Bartlett LLP (included in
                        Exhibit 5.2)




                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        CELANESE CORPORATION

                                        By: /s/ Steven M. Sterin
                                            ------------------------------------
                                            Name:  Steven M. Sterin
                                            Title: Vice President and Controller

Date: May 10, 2006


                                 EXHIBIT INDEX



Exhibit Number          Description
--------------          -----------
                     
1.1                     Underwriting Agreement, dated May 9, 2006

5.2                     Opinion of Simpson Thacher & Bartlett LLP

23.1                    Consent of Simpson Thacher & Bartlett LLP (included in
                        Exhibit 5.2)