SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

February 15, 2007

Via U.S. mail and facsimile

Mr. Paul E. Huck
Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, Pennsylvania 18195

 RE: Form 10-K for the fiscal year ended September 30, 2006
  Form 10-Q for the peri od ended December 31, 2006
   File No. 1-4534

Dear Mr. Huck:

  We have reviewed these filings a nd have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2006

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. Paul E. Huck
February 15, 2007
Page 2 of 6

Available Information, page 6

2. Please disclose our new address, which is 100 F Street, N.E., Washington D.C. 20549.

Item 9A.  Controls a nd Procedures, page 15

3. Please disclose whether there have been a ny changes in your internal controls over
financial reporting that occurred during the most recent quarter rather than subsequent
to the date of the most recent evaluation.  Refer to Item 308(c) of Regulation S-K.

Exhibit 13

Management’s Discussion and Analysis

Results of Operations

Effective Tax Rate, page 24

4. On pages 24 and 25, you discuss the effective tax rate excluding certain items.  These
amounts constitute non-GAAP measures.  Pl ease revise your MD&A for each period
presented to remove these non-GAAP meas ures and instead discuss the changes
between periods in your GAAP amounts.  Amounts that ar e a business reason for the
change between periods, such as the specifi ed items you refer to, should be discussed
as one of the business reasons for the change in the appl icable GAAP amount
between periods.  Please make  the appropriate revisions.

Financial Statements

Statements of Cash Flows, page 48

5. You present a subtotal of cash provided by operating activities prior to working capital changes.  This amount constitute s a non-GAAP measure.  Please remove this
subtotal from your statements .  Refer to Item 10(e)(1)(ii )(C) of Regulation S-K.

6. Please separately present changes in i nventories in your determination of cash
provided by operating activities.  Refer to paragraph 29 of SFAS 95.

Mr. Paul E. Huck
February 15, 2007
Page 3 of 6
Consolidated Statements of Shareholders’ Equity, page 49
7. Please disclose the components of accumulate d other comprehensive income (loss) as
of each balance sheet date as required by paragraph 26 of SFAS 140.  Please also
disclose for all periods presented the amounts of the reclassification adjustments for each classification of other comprehensive income.  See paragraph 20 of SFAS 130.

Notes to the Financial Statements

Note 1.  Major Accounting Policies

General

8. Please disclose the types of expenses that  you include in the cost of sales line item
and the types of expenses that you include in the selling and administrative expenses line item.

Inventories, page 53
9. You should use one inventory method for simila r types of inventories.  A mixture of
methods should only be used for different types of inventories, particularly when
there are valid business reasons for doing so.  Please disclose which types of
inventory you use each method for.  Pleas e also disclose the dollar amounts of
inventory accounted for under each method.  Please disclose whether you use more
than one method for any similar types of inve ntory.  If so, please also disclose your
basis for doing this.  In a portion of these instances, this may be due to a specific
method not being allowed in  certain countries.

Adjustments, page 54

10. For each adjustment related to prior peri ods which was recorded during the fourth
quarter of 2006, please provide us with additional background information so we may better understand the nature of each adjustment.  Please tell us how you determined that both individually and in the aggregate these adjustments were not material to any
prior annual and quarterly period.  SAB 99 not es that a materiality evaluation must be
based on all relevant quantita tive and qualitative factors. Please provide your SAB 99
materiality analysis explaining how you dete rmined that the errors related to each
prior period were immaterial on both a qua ntitative and qualitative basis. Please
ensure your response addresses all of the qualitative factors outlined in SAB 99 and
any other relevant qualitative factors.

Mr. Paul E. Huck
February 15, 2007
Page 4 of 6
Note 5.  Discontinued Operations, page 59

11. Throughout the filing, including on page 21, you state that you are currently marketing your Polymer Emulsions busine ss and actively engaging its partner and
potential buyers.  Please disclose whether or not you have reporte d the operations of
this business as discontinued.  Please also  tell us how you determined you did or did
not meet the criteria of paragraph 30 of  SFAS 144 to report these operations as
discontinued.

Note 9.  Plant and Equipment, page 62

12. Please breakout the gas generating and chemi cal facilities, machinery and equipment
line item into smaller and more meaningful  components.  In addition, we see from
page 51 that the range of useful lives for this line item is also  very broad.  Please
separately disclose the range  of useful lives for each new category presented.  For
categories that still have very broad usef ul lives, you should separately discuss the
types of assets that fall in each part of the range.

Note 12.  Long-Term Debt, page 63

13. Please tell us how you determined you met th e criteria of paragraphs 10 and 11 of
SFAS 6 to classify the 6.5%  Eurobond maturing in 2007 as long-term debt as of
September 30, 2006.  In doing so, please specifically address when you intend to refinance this debt.

Note 19.  Commitments and Contingencies

Environmental, page 73

14. You provide further information regardi ng your environmental matters in MD&A on
page 33 and in your Critical Accounting Policies on page 41.  These disclosures
include that there are approximately 32 site s on which a final settlement has not been
reached where you, along with others, have been designated a potentially responsible
party by the Environmental Protection Agency or are otherwise engaged in
investigation or remediation.  In the notes to your financial stat ements, please provide
the disclosures required by SAB Topic 5:Y.  These disclosures should include the following:
• The extent to which unasserted claims ar e reflected in your accrual or may affect
the magnitude of the contingency;
• Uncertainties with respect to joint and several liability that may affect the
magnitude of the contingency, including disc losure of the aggregate expected cost
to remediate particular sites that are individually material if  the likelihood of
contribution by the other significant pa rties has not been established;

Mr. Paul E. Huck
February 15, 2007
Page 5 of 6
• Disclosure of the nature and terms of cost-sharing arrangements with other
potentially responsible parties;
• The time frame over which the accrued or presently unrecognized amounts may
be paid out;
• Material components of the accruals and significant assumptions underlying
estimates; and
• Disaggregated disclosure that describes accrued and reasonably likely losses with
respect to particular environmental sites that are individually material. Also, if
management's investigation of potential liability and remediation cost is at
different stages with respect to individual sites, the c onsequences of this with
respect to amounts accrued and disclosed.
Refer to Questions 2 and 3 of SAB Topic 5:Y.

Other Commitments and Contingencies, page 74

15. Please disclose how you account for the put options which give the other shareholders of INOXAP and San Fu Gas Company, Ltd. th e right to require you to purchase their
shares.

Note 20.  Supplemental Information

Payables and Accrued Liabilities, page 74

16. Given that the trade creditors, payables, and accrued expenses line item represents approximately 36% of total current liabilities at September 30, 2006, please separately disclose any component of this li ne item that is in ex cess of 5 percent of
total current liab ilities.  Refer to Rule 5-02.20 of Regulation S-X.

FORM 10-Q FOR THE PERIOD ENDED DECEMBER 31, 2006

General

17. Please address the above comments in your interim filings as well.

*    *    *    *

Mr. Paul E. Huck
February 15, 2007
Page 6 of 6
  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3769.

       S i n c e r e l y ,

       R u f u s  D e c k e r
       Accounting Branch Chief