The move is a continuation of ICI's efforts to dispose of certain chemical interests and pay off a mountain of debt. The company's post-restructuring debt totals about $6.45 billion.

ICI has spent the past two years transforming itself from a basic-chemicals business into a specialty-chemicals company.

However, efforts to sell its core-chemicals businesses have been thwarted by a weak chemicals market and regulatory concerns that have killed at least two deals in the past year.

Huntsman, one of the largest private US chemical companies, said it will purchase ICI's polyurethanes business, which consists of three manufacturing sites in the UK, the Netherlands, and Louisiana.

In addition, it will buy ICI's titanium-dioxide business, which includes companies in North America, Europe, Malaysia and South Africa.

Huntsman will also acquire the British company's aromatics business and its share of olefins production from the cracker at Wilton, Teesside.

Huntsman emerged as a credible buyer in late March because of its penchant for buying businesses at the bottom of the cycle and running them for cash.

The acquisitions nearly double Huntsman's size. The United States company said the deal will increase its work force by 7,000 employees in 15 countries, making it the largest privately-held chemical company in the world.

Huntsman now has about $5 billion in annual sales. If and when the deal is completed, the new company, Huntsman/ICI LLC, will have revenue of $7.5 billion annually. The company expects the transaction to close by the end of the secondquarter.

Good News for ICI

ICI's industrial assets have been weighing down its profits, but the company has found it difficult to shed them because of the depressed state of the industry and regulatory demands spooking buyers.

The industrial assets, oncethe core of ICI in the days when it was Britain's largest company, became noncore when ICI decided two years ago to move into less-cyclical specialty chemicals.

That strategy was launched in June 1997 by the 5 billion pound acquisition of Unilever NV's specialty businesses.

In 1998, ICI's industrial assets posted sales of 2.47 billion pound, but produced a loss of 41 million pound despite a lift from tioxide profits.

That loss is seen widening in 1999 to between 140 million pound and 170 million pound.

DuPont & Co and NL Industries were going to buy the titanium-dioxide business last year.

However, they pulled out of the deal after being unable to agree to terms with the US Federal Trade Commission.

Industry observers agree that the deal would be good for ICI, which has begun to show signs of strain from its high debt load.

But many are wary because ICI followers have sensed this false dawn before.

Aside from the failure of the tioxide disposal, ICI's planned sale of its Crosfield businessto WR Grace & Co collapsed, also because Grace couldn't agree to terms acceptable to the FTC.