UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION~~STATES

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~~REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

~~March 29~~April 27, 2005 (April 22, 2005)

RESOLUTION PERFORMANCE PRODUCTS LLC

(Exact name of registrant as specified in its charter)

Delaware	333-57170	76-0607613
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

RPP CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	333-57170-01	76-0660306
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
1600 Smith Street, Suite 2400 Houston, Texas 77002
of Incorporation)		Identification No.)
(Address of principal executive offices including Zip Code)
(888) 949-2502
(Registrant’s telephone number, including area code)
N.A.
(Former name or former address, if changed since last report)

1600 Smith Street, Suite 2400

Houston, Texas 77002

(Address of principal executive offices including Zip Code)

(888) 949-2502

(Registrant’s telephone number, including area code)

N.A.

(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:

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

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

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

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

Item 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

~~(a) On~~ As ~~March 29~~announced on April 25, 2005, ~~the~~as ~~Registrants~~of ~~issued~~April a22, ~~press~~2005, ~~release~~our ~~announcing~~parent, ~~their~~RPP Holdings ~~results~~LLC, ~~for~~entered ~~the~~into ~~year~~a ~~ended~~transactions ~~December 31,~~agreement ~~2004,~~with ~~among~~Borden ~~other things~~Chemical, ~~which~~Inc. is(“Borden ~~furnished~~Chemical”) ~~herewith~~and asits ~~Exhibit 99.1. A~~affiliates ~~reconciliation~~and affiliates of ~~non-GAAP~~Resolution ~~measures~~Specialty Materials, Inc. (“RSM”) pursuant to ~~GAAP~~which ~~financials~~we ~~measures~~and ~~are included~~RSM inwill ~~the~~be ~~press~~combined ~~release~~with Borden Chemical. We, RSM and Borden Chemical are ~~incorporated~~each ~~herein~~controlled by ~~reference~~Apollo Management L.P. InUpon ~~addition,~~consummation of the ~~press~~combinations, ~~release~~Borden ~~announced~~Chemical ~~that~~will ~~the~~change ~~Company~~its ~~will~~name ~~host~~to aHexion Specialty ~~conference~~Chemicals, Inc. Completion of the combinations is subject to ~~call~~customary onclosing ~~March 31~~conditions as described below and we, ~~2005~~Borden atChemical ~~10.00 a.m.~~and ~~Eastern~~RSM will ~~Time~~continue to ~~discuss~~operate ~~the~~independently ~~year end~~until ~~results~~those conditions are met. ~~The~~We ~~conference~~expect ~~call~~the ~~will~~combinations ~~be accessible~~ to close in the second ~~public~~quarter of 2005.

~~Item~~ Closing of 9the combinations is subject to various conditions including but not limited to there having occurred no material adverse effect to any of the parties to the combinations; receipt of necessary governmental approvals, including pursuant to the Hart-Scott-Rodino Antitrust Act; receipt of any required third-party consents; there having occurred no default or event of default under any of the indentures governing our notes or the Borden Chemical notes; receipt of all stockholder or member consents or approvals; and the receipt of financing through the new senior secured credit facilities.01 The transaction agreement contains customary representations, warranties and covenants. None ~~Financial~~of ~~Statements~~the representations or warranties survive the closing of the combinations. The transactions agreement may be terminated by mutual agreement by us and ~~Exhibits~~the other parties to the transactions agreement or by each of the parties if any of the conditions in the transactions agreement have not been met on or after August 20, 2005. A press release is attached as Exhibit 99.

~~(c)~~ Item 9.01 Financial Statement and Exhibits

Exhibit No.		Document
99.1		Press Release dated March 29, 2005

2Exhibit 99 Press Release, dated April 25, 2005, announcing the combination of Borden Chemical, RPP and RSM.

~~SIGNATURES~~2

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

	RESOLUTION PERFORMANCE PRODUCTS LLC
	(Registrant)
Dated: March 29, 2005	By:	/s/ David S. Graziosi
		Title:	Executive Vice President and Chief Financial Officer

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

	RESOLUTION PERFORMANCE
	PRODUCTS LLC
	(Registrant)

Dated: April 27, 2005	By:	/s/ David S. Graziosi
		Title: Executive Vice President
		and Chief Financial Officer

~~SIGNATURES~~3

	RPP CAPITAL CORPORATION
	(Registrant)
Dated: March 29, 2005	By:	/s/ David S. Graziosi
		Title:	Executive Vice President and Chief Financial Officer

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

	RPP CAPITAL CORPORATION
	(Registrant)

Dated: April 27, 2005	By:	/s/ David S. Graziosi
		Title: Executive Vice President
		and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

Exhibit 99		Press Release, dated April 25, 2005, announcing the combination of Borden Chemical,
		RPP and RSM.

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