UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2008

OR

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission File Number: 001-32410

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

Celanese Americas Retirement Savings Plan

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Celanese Corporation
1601 W LBJ Freeway
Dallas, TX 75234

 

 

Celanese Americas Retirement Savings Plan

CONTENTS

		Page
Report of Independent Registered Public Accounting Firm			3
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of December 31, 2008 and 2007			4
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2008 and 2007			5
Notes to Financial Statements			6
Supplemental Schedule*
Schedule H, line 4i — Schedule of Assets (Held at end of year) as of December 31, 2008			15
Signatures			26

Report of Independent Registered Public Accounting Firm

To: Plan Administrator, Investment, and Benefit Committees of Celanese Americas Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the Celanese Americas Retirement Savings Plan (the Plan) as of December 31, 2008 and 2007 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i- schedule of assets (held at end of year) as of December 31, 2008 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PMB Helin Donovan, LLP

Austin, Texas
June 29, 2009

Celanese Americas Retirement Savings Plan

Statements of Net Assets Available for Benefits

		As of December 31,
		2008				2007
		(In thousands)
Assets
Investments:
At fair value (Note 3)		$	462,880			$	673,343
Wrapper contracts			315				—
Loans to participants			8,802				9,589
Total investments			471,997				682,932
Receivables:
Accrued interest and dividends			879				1,505
Total receivables			879				1,505
Total assets			472,876				684,437
Liabilities
Administrative payables			398				811
Net assets available for benefits at fair value			472,478				683,626
Adjustment from fair value to contract value for fully benefit-responsive investment contract (Note 3)			23,095				4,689
Net assets available for benefit		$	495,573			$	688,315

See accompanying notes to financial statements.

Celanese Americas Retirement Savings Plan

Statements of Changes in Net Assets Available for Benefits

		Years Ended December 31,
		2008				2007
		(In thousands)
Investment income:
Net appreciation (depreciation) of investments (Note 3)		$	(176,796	)		$	23,663
Interest			9,422				11,668
Dividends			1,512				904
Other			165				1,146
Total investment income			(165,697	)			37,381
Contributions:
Company, net of forfeitures			10,142				9,490
Participant			20,673				20,249
Rollovers			679				634
Total contributions			31,494				30,373
Administrative expenses			(1,332	)			(2,196	)
Withdrawals and distributions			(57,295	)			(93,287	)
Net transfers (to) from other plans			88				(30,081	)
Net decrease			(192,742	)			(57,810	)
Net assets available for benefits:
Beginning of year			688,315				746,125
End of year		$	495,573			$	688,315

See accompanying notes to financial statements.

Celanese Americas Retirement Savings Plan

Notes to Financial Statements

(1)  Description of the Plan

     The Celanese Americas Retirement Savings Plan (the “Plan”) is a participant directed, defined contribution plan sponsored by Celanese Americas LLC/formerly Celanese Americas Corporation) and subsidiaries (“Celanese” or the “Company”), a wholly owned subsidiary of Celanese Corporation. The Plan covers certain employees of the Company and its participating affiliates (“Participants”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Participants in the Plan should refer to the Plan document for more complete details of the Plan’s provisions.

     During 2007 assets of $30,080,833 were transferred from the Plan in conjunction with Celanese Corporation’s sale of its oxo products and derivatives business and the transfer of impacted employees to OXEA Corporation.

     The Company has a trust agreement with State Street Bank & Trust Company (the “Trustee”). The trust agreement establishes a qualified trust for the Plan. The assets of the trust are managed by various investment managers appointed by the Company. The Company’s Investment Committee oversees the Plan and has discretionary authority to appoint an agent to direct the purchase and sale of investments in the Plan. The Company appointed the Plan Administrator and Investment Committee as the named fiduciaries of the Plan.

(a)  Eligibility

     Employees are eligible to participate in the Plan as soon as administratively practicable following their date of hire (taking into account the need to enroll and the timing of the Company’s payroll cycles).

(b)  Participant Contributions

     Participants may contribute from 2% to 80% of their eligible compensation, as defined in the Plan document and subject to certain Internal Revenue Service (“IRS”) limitations, through payroll deductions. Participants may designate contributions as either “before-tax,” “after-tax” or a combination of both. Participants’ before-tax contributions and Company contributions are deferred compensation pursuant to Section 401(k) of the Internal Revenue Code (“IRC”).

(c)  Company Contributions

     The Company makes a contribution equal to the amount contributed by each Participant up to 5% of such Participant’s eligible compensation for non-union participants, as defined in the Plan document. The Company’s contribution for union participants varies, as defined in the Plan document, but does not exceed 5% of the Participant’s eligible compensation. Effective January 1, 2009, the Plan was amended and restated to increase the matching contribution for the Calvert City union participants to a 100% match of the savings of Calvert City union participants, not to exceed 5% of the participant’s eligible compensation.

(d)  Vesting

     All Participants’ contributions and income earned or losses incurred thereon are fully vested at all times. Effective January 1, 2008, the Company’s contributions and income earned or losses incurred thereon are also vested at all times (Note 8).

Celanese Americas Retirement Savings Plan

Notes to Financial Statements — (Continued)

(e)  Forfeitures

     Forfeitures of non-vested Company contributions are used to reduce future employer contributions or to restore prior forfeitures under certain conditions. In 2008 and 2007, Company contributions were reduced by $134,222 and $252,938 respectively, from forfeited non-vested accounts. At December 31, 2008 and 2007, forfeitures of $174,853 and $170,715, respectively, were available for reducing future employer contributions or to restore prior forfeitures under certain conditions.

(f)  Distributions and Withdrawals

     A Participant’s entire vested account balance shall be payable upon termination of employment, retirement, disability or death. Participants who suffer a “financial hardship” may withdraw all or part of their vested account balance before tax contributions subject to certain provisions, as described in the Plan document. Distributions and withdrawals under the Plan are made in cash in the form of a lump sum. Payments are made as soon as administratively practicable within the provisions of the Plan. The Plan allows for in-service withdrawals of vested contributions under certain circumstances, as defined in the Plan document.

(g)  Participant Accounts

     Each Participant’s account is credited with the Participant’s contributions, the appropriate amount of the Company’s contribution and an allocation of the Plan’s earnings or losses and the investment management fees in accordance with the allocation provisions contained in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the Participant’s vested account balance.

(h)  Participant Loans

     Participants who are actively working, and have a vested account balance of at least $2,000, may borrow up to the lesser of 50% of the vested account balance or $50,000 less the highest outstanding loan balance in the previous 12 months. The minimum loan available is $1,000 and shall not exceed $50,000. Loans are generally for periods of up to five years with the exception of the purchase of a primary residence in which case the loan can be for a period up to fifteen years. Loans are repaid in bi-weekly installments and include interest charges. The interest rate on new loans, fixed on the first business day of the month, is based on the Prime Lending Rate (per the Wall Street Journal) plus 1%. The range of interest rates for outstanding Participant loans as of December 31, 2008 was 5% to 10.5% with maturities ranging from 2009 to 2023.

Celanese Americas Retirement Savings Plan

Notes to Financial Statements — (Continued)

(i)  Investments

     Plan Participants may direct the investment of their account in 1% increments among any of 20 investment options.

Investment Option		Investment Manager
2000 Retirement Portfolio		Alliance Bernstein
2005 Retirement Portfolio		Alliance Bernstein
2010 Retirement Portfolio		Alliance Bernstein
2015 Retirement Portfolio		Alliance Bernstein
2020 Retirement Portfolio		Alliance Bernstein
2025 Retirement Portfolio		Alliance Bernstein
2030 Retirement Portfolio		Alliance Bernstein
2035 Retirement Portfolio		Alliance Bernstein
2040 Retirement Portfolio		Alliance Bernstein
2045 Retirement Portfolio		Alliance Bernstein
2050 Retirement Portfolio		Alliance Bernstein
Core Bond Fund		Pacific Investment Management Co.
Government Securities Fund		Hoisington Investment Management Co.
S&P 500 Index Fund		Barclay’s Global Investor
Large-Cap Value Fund		Alliance Bernstein Investment Management
Large-Cap Growth Fund		Marsico Capital Management
International Stock Fund		Capital Guardian Trust Company
Small-Cap Core Fund		Barclays Global Investors
Stable Value Fund		JP Morgan Asset Management
Celanese Stock Fund		State Street Global Advisors

     A Participant may transfer all or a portion of his or her interest, in 1% increments, from one investment fund to another. Each of the Plan’s investment options is managed for the Plan by independent investment managers, who employ a specific set of investment criteria endorsed and monitored by the Company.

Celanese Stock Fund

     The Celanese Stock Fund is a “stock bonus plan” (as defined by U.S. Treasury Regulation §1.401-1 (b)(i)(iii)) with a primary investment in common shares of Celanese Corporation. Participant holdings of Celanese Corporation common shares are limited to twenty percent of the Participants’ total account balance under the Plan. There is a 30-day restriction on reentry into the Celanese Stock Fund after a sale of stock. State Street Global Advisors was named as the fiduciary of the Celanese Stock Fund. The Trustee shall vote shares of Celanese Corporation stock in accordance with the instructions of the Participants in whose accounts the shares are held. During 2008, the Trustee purchased 829,070 shares of Celanese Corporation stock for the fund at an average price of $27.12 per share and sold 258,427 shares of Celanese Corporation stock for the fund at an average price $39.06 per share. During 2007, the Trustee purchased 160,995 shares of Celanese Corporation stock for the fund at an average price of $34.08 per share and sold 149,414 shares of Celanese Corporation stock for the fund at an average price $36.74 per share.

Investment Contracts

     The Plan invests in fully benefit-responsive investment contracts held in the Stable Value Fund, which are reported in the Statement of Changes in Net Assets Available for Benefits on a contract value basis. The Statement of Net Assets Available for Benefits presents fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Stable Value Fund permits all Participant initiated transactions as allowed by the Plan to occur at contract value. Events that would limit the Plan’s ability to execute transactions at contract value are improbable, except for termination of the Plan by the Sponsor; Sponsor initiated withdrawals may be subject to a market adjustment.

Celanese Americas Retirement Savings Plan

Notes to Financial Statements — (Continued)

     The average yield of the investment contracts was 6.82% and 6.75% for the years ended December 31, 2008 and 2007, respectively. The stabilized interest rate (“Crediting Rate”) on investment contracts was 2.66% and 5.23% as of December 31, 2008 and 2007, respectively. The Crediting Rates are provided to participants in the fund on a designated pool of investments held by the fund, through contracts generally referred to as a “wrapper”. The contracts provide assurance that the adjustments to the interest Crediting Rate will not result in a future interest Crediting Rate that is less then zero.

(2) Summary of Significant Accounting Policies

(a) Basis of Presentation

     The accompanying financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”) for all periods presented.

(b) Valuation of Investments and Income Recognition

     The Plan’s investments are stated at fair value. Investments in the common/collective trust funds are valued at fair value based upon the quoted market values of the underlying assets, where available. Loans to Participants are valued at cost, which approximates fair value. All purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded when earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in fair value of investments includes realized gains and losses on investments sold during the year as well as net appreciation (depreciation) of the investments held at the end of the year.

     As of December 31, 2008, the Plan adopted the provisions of SFAS No. 157, Fair Value Measurements (“SFAS No. 157”) for financial assets and liabilities. SFAS No. 157 defines fair value, and increases disclosures surrounding fair value calculations.

(c) Risks and Uncertainties

     The assets of the Plan consist primarily of investments held at fair value. These investments are subject to market risks and are influenced by such factors as investment objectives, interest rates, stock market performance, economic conditions, and world affairs. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the financial statements.

(d) Use of Estimates

     The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.

(e) Payment of Benefits

     Benefits are recorded when paid.

Celanese Americas Retirement Savings Plan

Notes to Financial Statements — (Continued)

(3) Investments

     The following table presents the total investments of the Plan segregated by valuation method.

		As of December 31,
		2008				2007
		(In thousands)
Quoted market price:
Interest bearing cash		$	7,396			$	9,276
US government securities			29,452				30,395
Corporate stock — common and preferred			27,904				44,164
Registered investment companies			158,439				10,352
			223,191				94,187
Investments at estimated fair value:
Common/collective trusts			89,172				412,328
Investment contracts			150,517				166,828
Investments at fair value			462,880				673,343
Wrapper contracts			315				—
Participant loans			8,802				9,589
Total investments		$	471,997			$	682,932

Investments representing five percent or more of the Plan’s net assets as of December 31 are as follows:

		As of December 31
		2008				2007
		(In thousands)
Alliance Collective Investment Trust1			23,247				154,752
BGI Equity Index Fund 1			31,052				100,998
BGI Russell 2000 Alpha Tilts Fund1			14,758				45,618
CG International non-US Equity Fund1			20,114				43,765
Alliance Bernstein 2015 Ret			32,046				N/A
Alliance Bernstein 2020 Ret			32,373				N/A
Bank of America, contract no. 02 011			57,981				57,175
Caisse Depots et Consignations, contract no. 1837 01			57,966				57,167
State Street Bank, contract no. 102063			57,981				57,175

Investment Contracts

						Wrapper				Adjustment to
		Investments at				Contracts at				Contract
2008		Fair Value				Fair Value				Value
		(In thousands)
Cash		$	—			$	—			$	—
US government securities			769				—				—
Interest-bearing cash			421				—				—
JP Morgan Intermediate Bond Fund			149,327				—				—
Wrapper contracts			—				315				23,095
		$	150,517			$	315			$	23,095

Celanese Americas Retirement Savings Plan

Notes to Financial Statements — (Continued)

						Wrapper				Adjustment to
		Investments at				Contracts at				Contract
2007		Fair Value				Fair Value				Value
		(In thousands)
Cash		$	—			$	—			$	—
US government securities			307				—				—
Interest-bearing cash			360				—				—
JP Morgan Intermediate Bond Fund			166,161				—				—
Wrapper contracts			—				—				4,689
		$	166,828			$	—			$	4,689

     The fair value of the wrapper is determined by calculating the present value of excess future wrapper fees. When the replacement cost of the wrapper contracts (a re-pricing provided annually by each issuer) is greater than the current wrapper fee, the difference is converted into the implied additional fee payment cash flows for the duration of the holding. The present value of that cash flow stream is calculated using a swap curve yield that is based on the duration of the holding, and adjusted for the holding’s credit quality rating. Since the replacement costs of the wrapper contracts exceeded the actual costs as of December 31, 2008, the fair value of the wrapper contracts is valued at $315,347. As of December 31, 2007, however, the replacement costs of the wrapper contracts did not exceed the actual costs and the fair value of the wrapper contracts was valued at zero.

     During 2008 and 2007, the Plan’s investments (including investments bought and sold and held during the year) appreciated (depreciated) in value as follows:

		For the Years Ended
		December 31
		2008				2007
		(In thousands)
Quoted market price:
US government securities		$	6,452			$	1,490
Corporate stock — common and preferred			(13,187	)			3,231
Celanese corporation common stock			(14,201	)			5,198
Registered investment companies			(94,178	)			261
			(115,114	)			10,180
Investments at estimated fair value:
Common/collective trusts			(61,997	)			13,483
Wrapper contracts			315				—
		$	(176,796	)		$	23,663

Celanese Americas Retirement Savings Plan

Notes to Financial Statements — (Continued)

     As discussed in note 2, the Plan adopted SFAS No. 157 as of December 31, 2008. SFAS No. 157 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

          Level 1 — unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company

          Level 2 — inputs that are observable in the marketplace other than those inputs classified as Level 1

          Level 3 — inputs that are unobservable in the marketplace and significant to the valuation

     SFAS No. 157 requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation.

     The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2008

		Fair Value Measurement as of
		December 31, 2008 Using
		Quoted Prices in
		Active Markets for				Significant Other				As of
		Identical Assets				Observable Inputs				December 31,
		(Level 1)				(Level 2)				2008
		(In $ thousands)
Assets
Investments
Interest bearing cash			—				7,396				7,396
US government securities			29,452				—				29,452
Corporate stock — common and preferred			27,904				—				27,904
Registered investment companies			10,454				147,985				158,439
Common/collective trusts			—				89,172				89,172
Investment contracts			—				150,517				150,517
Wrapper contracts			—				315				315
Participant loans			—				8,802				8,802
Total assets			67,810				404,187				471,997

Celanese Americas Retirement Savings Plan

Notes to Financial Statements — (Continued)

(4) Plan Termination

     Although the Company has not expressed any intent to terminate the Plan, it may do so at any time, subject to the provisions of ERISA. Upon termination of the Plan, any Participant who is then an employee of the Company would become 100% vested in all Company contributions.

(5) Federal Income Taxes

     The IRS has determined and informed the Company by a letter dated April 19, 2004, that the Plan and related trust are designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

(6) Administrative Expenses

     Administrative expenses (principally record keeping costs and legal fees) are accrued and charged against the respective funds of the Plan. Investment management fees, taxes, brokerage commissions, and related fees are paid from the respective funds from which they are levied, assessed, or incurred. Certain administrative expenses of the Plan are paid by the Company. Expenses not paid by the Company are paid by the Plan.

(7) Parties-in-Interest

     Certain Plan investments are shares of common/collective trusts managed by JPMorgan/American Century or State Street Bank & Trust Company. In addition, certain Plan investments are in interest bearing cash accounts managed by Morgan Guaranty Trust Company of New York. JPMorgan Retirement Plan Services is the record keeper and State Street Bank & Trust Company is the Trustee, as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. These transactions are covered by an exemption from the “prohibited transaction” provisions of ERISA and the IRC. The Plan also invests in the common stock of the Plan Sponsor as well as makes loans to Plan participants, both of which qualify as parties-in-interest to the Plan and are exempt from prohibited transaction rules.

(8) Plan Amendment

     During December 2007, the Plan was amended, effective January 1, 2008, to add an automatic enrollment feature and an automatic deferral increase feature. Additionally, the amendment modifies the Plan’s vesting rules and clarifies the default investment provisions. The vesting rules are modified such that Participants are immediately vested in Company contributions.

Celanese Americas Retirement Savings Plan

Notes to Financial Statements — (Continued)

(9) Reconciliation of Financial Statements to Form 5500

     The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2008 to Form 5500.

		2008
		(In thousands)
Net assets available for benefits per the financial statements		$	495,573
Add: Change in accrued administrative payables			(49	)
Net assets available for benefits per the Form 5500		$	495,524

     The following is a reconciliation of administrative expenses per the financial statements for the year ended December 31, 2008, to Form 5500

		2008
		(In thousands)
Administrative expenses per the financial statements		$	1,332
Add: Change in accrued administrative expenses			49
Administrative expenses per the Form 5500		$	1,381

     Net assets available for benefits and administrative expenses per the financial statements include a $49,394 reduction in the accrual for administrative expenses incurred during the year ended December 31, 2008 and paid in 2009 when compared to the year ended December 31, 2007 and paid in 2008.

CELANESE AMERICAS RETIREMENT SAVINGS PLAN
(Plan # 001)
CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK
December 31, 2008

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)						(C) Description of Investment								Mat Date				(E) Current
Fund		(B) Identity of Issuer				Shares/Par				Rate				(D) Cost				Value
INTEREST BEARING CASH
				BGI MONEY MARKET FD FOR EBT		CASH HELD AT ALEX BROWN
							11.000								11.00				11.00
05MP		05499B995					6.000								6.00				6.00
05MU		05499B995					5.000								5.00				5.00
				BZW PRINCIPAL CASH
							1.140								1.14				1.14
05MP		12399A986					0.280								0.28				0.28
05MU		12399A986					0.860								0.86				0.86
				MORGAN GUARANTY TRUST CO OF NY		LIQUIDITY FUND					0.001				12/31/2009
							2,434,006.52								2,434,006.52				2,434,006.52
05MO		61699B004					2,434,006.52								2,434,006.52				2,434,006.52
				MORGAN GUARANTY TRUST CO OF NY		LIQUIDITY FUND					0.001				12/31/2040
							447,267.59								447,267.59				447,267.59
05MO		61699B004					447,267.59								447,267.59				447,267.59
				MORGAN GUARANTY TRUST CO OF NY		LIQUIDITY FUND					0.004				12/31/2007
							189,002.12								189,002.12				189,002.12
05MO		61699B004					189,002.12								189,002.12				189,002.12
				* STATE STREET BANK & TRUST CO		SHORT TERM INVESTMENT FUND					1.000				12/31/2030
							4,325,495.68								4,325,495.68				4,325,495.68
05MA		8574809S8					2,873,561.27								2,873,561.27				2,873,561.27
05MQ		8574809S8					1,356.58								1,356.58				1,356.58
05MV		8574809S8					1,352,969.32								1,352,969.32				1,352,969.32
05MW		8574809S8					97,608.51								97,608.51				97,608.51
							7,395,784.05								7,395,784.05				7,395,784.05

CELANESE AMERICAS RETIREMENT SAVINGS PLAN
(Plan # 001)
CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK
December 31, 2008

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)						(C) Description of Investment								Mat Date				(E) Current
Fund		(B) Identity of Issuer				Shares/Par				Rate				(D) Cost				Value
U.S. GOVERNMENT SECURITIES
				UNITED STATES TREAS BDS		5 1/4 02/15/29					5.250				02/15/2029
							9,255,000.00								9,999,713.49				12,272,999.97
05MA		912810FG8					9,255,000.00								9,999,713.49				12,272,999.97
				UNITED STATES TREAS BDS		4 1/2 02/15/36					4.500				02/15/2036
							2,500,000.00								2,553,417.97				3,321,485.00
05MA		912810FTO					2,500,000.00								2,553,417.97				3,321,485.00
				UNITED STATES TREAS BDS		4 3/4 02/15/37					4.750				02/15/2037
							9,945,000.00								9,961,181.11				13,857,740.91
05MA		912810PT9					9,945,000.00								9,961,181.11				13,857,740.91
							21,700,000.00								22,514,312.57				29,452,225.88

CELANESE AMERICAS RETIREMENT SAVINGS PLAN
(Plan # 001)
CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK
December 31, 2008

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)						(C) Description of Investment								Mat Date				(E) Current
Fund		(B) Identity of Issuer				Shares/Par				Rate				(D) Cost				Value
CORPORATE STOCKS — PREFERRED
				WACHOVIA CORP NEW		NON CULULATIVE PERP CL A PFD
							3,325.000								63,900.04				73,017.00
05MV		929903276					3,325.000								63,900.04				73,017.00
							3,325.000								63,900.04				73,017.00

CELANESE AMERICAS RETIREMENT SAVINGS PLAN
(Plan # 001)
CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK
December 31, 2008

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)						(C) Description of Investment								Mat Date				(E) Current
Fund		(B) Identity of Issuer				Shares/Par				Rate				(D) Cost				Value
CORPORATE STOCKS — COMMON
				TRANSOCEAN INC		NAMEN AKT
							8,844.000								804,684.28				417,879.00
05MV		H8817H100					8,844.000								804,684.28				417,879.00
				ABB LTD		SPONSORED ADR
							6,970.000								92,444.47				104,619.70
05MV		000375204					6,970.000								92,444.47				104,619.70
				AIR PRODS + CHEMS INC		COM
							3,000.000								271,491.92				150,810.00
05MV		009158106					3,000.000								271,491.92				150,810.00
				AMAZON COM INC		COM
							1,239.000								53,560.78				63,535.92
05MV		023135106					1,239.000								53,560.78				63,535.92
				APPLE INC		COM NPV
							5,798.000								968,271.60				494,859.30
05MV		037833100					5,798.000								968,271.60				494,859.30
				CVS CAREMARK CORP		COM
							19,372.000								737,313.67				556,751.28
05MV		126650100					19,372.000								737,313.67				556,751.28
				CAMERON INTL CORP		COM
							3,926.000								129,708.33				80,483.00
05MV		13342B105					3,926.000								129,708.33				80,483.00
				CELANESE CORP DE		COM SER A
							868,525.000								21,380,001.52				10,795,765.75
05MW		150870103					868,525.000								21,380,001.52				10,795,765.75
				COSTCO WHSL CORP NEW		COM
							7,322.000								478,814.98				384,405.00
05MV		22160K105					7,322.000								478,814.98				384,405.00

CELANESE AMERICAS RETIREMENT SAVINGS PLAN
(Plan # 001)
CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK
December 31, 2008

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)						(C) Description of Investment								Mat Date				(E) Current
Fund		(B) Identity of Issuer				Shares/Par				Rate				(D) Cost				Value
				DEER + CO		COM
							1,910.000								70,999.26				73,191.20
05MV		244199105					1,910.000								70,999.26				73,191.20
				DEVON ENERGY CORPORATION NEW		COM
							1,047.000								79,426.43				68,798.37
05MV		25179M103					1,047.000								79,426.43				68,798.37
				DISNEY WALT CO		DISNEY COM
							3,451.000								85,087.36				78,303.19
05MV		254687106					3,451.000								85,087.36				78,303.19
				GENENTECH INC		COM
							12,988.000								773,147.30				1,076,835.08
05MV		368710406					12,988.000								773,147.30				1,076,835.08
				GENERAL DYNAMICS CORP		COM
							9,570.000								519,266.34				551,136.30
05MV		369550108					9,570.000								519,266.34				551,136.30
				GILEAD SCIENCES INC		COM
							3,206.000								153,802.76				163,954.84
05MV		375558103					3,206.000								153,802.76				163,954.84
				GOLDMAN SACHS GROUP INC		COM
							5,208.000								746,742.90				439,503.12
05MV		38141G104					5,208.000								746,742.90				439,503.12
				GOOGLE INC		CL A
							732.000								264,296.75				225,199.80
05MV		38259P508					732.000								264,296.75				225,199.80
				HESS CORP		COM
							10,003.000								1,029,606.46				536,560.92
05MV		42809H107					10,003.000								1,029,606.46				536,560.92
				JPMORGAN CHASE + CO		COM
							5,959.000								208,649.78				187,887.27
05MV		46625H100					5,959.000								208,649.78				187,887.27
				JOHNSON + JOHNSON		COM
							3,236.000								191,296.40				193,609.88
05MV		478160104					3,236.000								191,296.40				193,609.88
				LAS VEGAS SANDS CORP		COM
							48,816.000								612,852.73				289,478.88
05MV		517834107					48,816.000								612,852.73				289,478.88

CELANESE AMERICAS RETIREMENT SAVINGS PLAN
(Plan # 001)
CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK
December 31, 2008

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)						(C) Description of Investment								Mat Date				(E) Current
Fund		(B) Identity f Issuer				Shares/Par				Rate				(D) Cost				Value
				LOCKHEED MARTIN CORP		COM
							10,835.000								921,788.18				911,006.80
05MV		539830109					10,835.000								921,788.18				911,006.80
				LOWES COS INC		USDO.50
							26,277.000								735,123.13				565,481.04
05MV		548661107					26,277.000								735,123.13				565,481.04
				MASTERCARD INC		CL A
							4,223.000								446,842.67				603,593.39
05MV		57636Q104					4,223.000								446,842.67				603,593.39
				MCDONALDS CORP		COM
							25,267.00								1,374,122.55				1,571,354.73
05MV		580135101					25,267.00								1,374,122.55				1,571,354.73
				MONSANTO CO NEW		COM
							10,552.000								546,639.48				742,333.20
05MV		61166W101					10,552.000								546,639.48				742,333.20
				NIKE INC		CL B
							8,378.000								456,346.42				427,278.00
O5MV		654106103					8,378.000								456,346.42				427,278.00
				NORFOLK SOUTHN CORP		COM
							8,360.000								498,501.70				393,338.00
05MV		655844108					8,360.000								498,501.70				393,338.00
				ORACLE CORP		COM
							4,393.000								79,018.46				77,887.89
05MV		68389X105					4,393.000								79,018.46				77,887.89
				PETROLED BRASILEIRO SA		SPONSORED ADR
							4,008.000								190,867.42				98,155.92
05MV		71654V408					4,008.000								190,867.42				98,155.92

CELANESE AMERICAS RETIREMENT SAVINGS PLAN
(Plan # 001)
CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK
December 31, 2008

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)						(C) Description of Investment								Mat Date				(E) Current
Fund		(B) Identity of Issuer				Shares/Par				Rate				(D) Cost				Value
				PRAXAIR INC		COM
							8,238.000								501,087.14				489,007.68
05MV		74005P104					8,238.000								501,087.14				489,007.68
				QUALCOMM INC		COM
							11,849.000								554,725.47				424,549.67
05MV		747525103					11,849.000								554,725.47				424,549.67
				SCHERING PLOUGH CORP		COM
							10,664.000								172,380.59				181,607.92
05MV		806605101					10,664.000								172,380.59				181,607.92
				SCHLUMBERGER LTD		COM
							4,407.000								285,503.14				186,548.31
05MV		806857108					4,407.000								285,503.14				186,548.31
				TARGET CORP		COM
							7,378.000								342,171.94				254,762.34
05MV		87612E106					7,378.000								342,171.94				254,762.34
				US BANCORP DEL		COM NEW
							22,467.000								675,789.39				561,899.67
05MV		902973304					22,467.000								675,789.39				561,899.67
				UNION PAC CORP		COM
							15,470.000								737,001.05				739,466.00
05MV		907818108					15,470.000								737,001.05				739,466.00
				VISA INC		COM CL A
							11,787.000								809,033.92				618,228.15
05MV		92826C839					11,787.000								809,033.92				618,228.15
				WAL MART STORES INC		COM
							5,984.000								328,666.80				335,463.04
05MV		931142103					5,984.000								328,666.80				335,463.04
				WELLS FARGO + CO NEW		COM
							29,713.000								794,634.75				875,939.24
05MV		949746101					29,713.000								794,634.75				875,939.24
				WYNN RESORTS LTD		COM
							3,961.00								258,585.08				167,391.86
05MV		983134107					3,961.00								258,585.08				167,391.86
				YUM BRANDS		COM
							21,332.000								522,500.58				671,958.00
05MV		988498101					21,332.000								522,500.58				671,958.00
							1,286,665.000								40,882,795.88				27,830,818.65

CELANESE AMERICAS RETIREMENT SAVINGS PLAN
(Plan # 001)
CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK
December 31, 2008

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)

(C) Description of Investment

Mat Date

(E) Current

Fund

(B) Identity of Issuer

Shares/Par

Rate

(D) Cost

Value

LOANS TO PARTICIPANTS — OTHER

LOANS TO PARTICIPANTS

8,802,457.260

8,802,457.26

8,802,457.26

05ME

53999S985

8,802,457.260

8,802,457.26

8,802,457.26

8,802,457.260

8,802,457.26

8,802,457.26

CELANESE AMERICAS RETIREMENT SAVINGS PLAN
(Plan # 001)
CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK
December 31, 2008

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)						(C) Description of Investment								Mat Date				(E) Current
Fund		(B) Identity of Issuer				Shares/Par				Rate				(D) Cost				Value
COMMON/COLLECTIVE TRUSTS
				ALLIANCE COLLECTIVE INVT TR		BERNSTEIN STRATEGIC VALUE COL
							2,647,738.637								28,348,697.07				23,247,145.23
05MB		018564823					2,647,738.637								28,348,697.07				23,247,145.23
				BGI EQUITY INDEX FUND F
							2,248,503.395								47,136,710.57				31,051,831.88
05MP		05599Z991					2,248,503.395								47,136,710.57				31,051,831.88
				BGI RUSSEL 2000 ALPHA		TILTS CL F
							1,394,940.961								18,730,051.32				14,758,475.37
05MU		05999K966					1,394,940.961								18,730,051.32				14,758,475.37
				CAP GUARDIAN 003 01		COMMINGLED ACCT GK19
							641,597.212								32,685,703.71				20,114,072.60
05MH		140185976					641,597.212								32,685,703.71				20,114,072.60
							6,932,780.205								126,901,162.67				89,171,525.08

CELANESE AMERICAS RETIREMENT SAVINGS PLAN
(Plan # 001)
CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK
December 31, 2008

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)						(C) Description of Investment								Mat Date				(E) Current
Fund		(B) Identity of Issuer				Shares/Par				Rate				(D) Cost				Value
REGISTERED INVESTMENT COMPANY
				ALLIANCE BERNSTEIN 2000 RET
							504,586.976								4,789,843.64				3,774,310.58
05MY		01859M937					504,586.976								4,789,843.64				3,774,310.58
				ALLIANCE BERNSTEIN 2005 RET
							1,424,003.659								13,605,806.15				9,982,265.65
05MZ		01859M945					1,424,003.659								13,605,806.15				9,982,265.65
				ALLIANCE BERNSTEIN 2010 RET
							2,701,400.102								26,624,783.79				17,937,296.68
05MO		01859M952					2,701,400.102								26,624,783.79				17,937,296.68
				ALLIANCE BERSTEIN 2015 RET
							4,991,570.515								49,462,952.93				32,045,882.71
05M1		01859M960					4,991,570.515								49,462,952.93				32,045,882.71
				ALLIANCE BERSTEIN 2020 RET
							5,213,044.861								51,129,473.98				32,373,008.59
05M2		01859M978					5,213,044.861								51,129,473.98				32,373,008.59
				ALLIANCE BERSTEIN 2025 RET
							3,939,529.354								38,688,778.52				23,794,757.30
05M3		01859M986					3,939,529.354								38,688,778.52				23,794,757.30
				ALLIANCE BERSTEIN 2030 RET
							2,443,245.880								23,883,184.32				14,537,312.99
05M4		01859M994					2,443,245.880								23,883,184.32				14,537,312.99
				ALLIANCE BERSTEIN 2035 RET
							1,372,479.202								13,087,502.40				8,111,352.08
05M5		01859N919					1,372,479.202								13,087,502.40				8,111,352.08
				ALLIANCE BERSTEIN 2040 RET
							470,381.873								4,352,177.52				2,779,956.87
05M6		01859N927					470.381.873								4,352,177.52				2,779,956.87
				ALLIANCE BERSTEIN 2045 RET
							228,527.696								2,108,653.35				1,350,598.68
05M7		01859N935					228,527.696								2,108,653.35				1,350,598.68
				ALLIANCE BERSTEIN 2050 RET
							219,652.118								1,986,900.39				1,298,144.02
05M8		01859N943					219,652.118								1,986,900.39				1,298,144.02
				PIMCO TOTAL RETURN FD		INSTL CL
							1,030,929.350								10,917,803.62				10,453,623.61
05MG		693390700					1,030,929.350								10,917,803.62				10,453,623.61
							24,539,351.586								240,637,860.61				158,438,509.76