SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             February 9, 2009
 Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, Pennsylvania 18195
 RE: Air Products and Chemicals, Inc.
Form 10-K for Fiscal Year Ended September 30, 2008
Form 10-Q for Fiscal Quarter Ended December 31, 2008
File No. 1-4534

Dear Mr. Huck:
   We have reviewed your filing and have the following comments.  We have limited our review of your filing to the matters  listed below.  If you disagree with a
comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide  us with information so we may better
understand your disclosure.  After reviewing th is 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, 2008

 General

1. Where a comment below requests additional disclosures or other revisions, please
show us in your response what the revi sions will look like.  These revisions
should be included in your future fili ngs, including your interim filings where
appropriate.

Mr. Paul E. Huck
February 9, 2009 Page 2  Critical Accounting Policies and Estimates, page 28

 Impairment of Long-Lived Assets, page 29

2. We note that you have recognized signifi cant impairment charges during the year
ended September 30, 2008 and the three month period ended December 31, 2008 related to your U.S. Health care business.  In the intere st of providing readers with
a better insight into management’s j udgments in accounting for impairments of
long-lived assets including plant and e quipment, goodwill and intangible assets,
please consider disclosing the following in future filings, beginning with your
next interim filing:
• Please clarify how you determine which property, plant and equipment held
for use should be tested for impairment as  well as at what point in time they
should be tested for impairment.  Pl ease state the types of events and
circumstances that you believe indicate impairment;
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• Sufficient information to enable a reader to understand how you apply the
present value of future cash flows in  estimating the fair value of your
reporting units and why management sele cted this method as being the most
meaningful in preparing your goodwill impairment analyses;
• How you determine the appropriate growth  period and exit trading multiple to
apply in your goodwill impairment analysis;
• How you determine the appropriate discount  rates and attriti on rates to apply
in your intangible asse t impairment analysis;
• A qualitative and quantitative description of the material assumptions used in
determining impairments for all long-lived  assets and a sensitivity analysis of
those assumptions based upon reas onably likely changes; and
• If applicable, how the assumptions and methodologies used for valuing
property, plant and equipment, goodwill a nd intangible assets in the current
year have changed since the prior year, highlighting the impact of any
changes.

Form 10-Q for the Quarter Ended December 31, 2008

 Financial Statements

 10. Commitments and Contingencies, page 15

 Customer Bankruptcy, page 15

 3. You indicate that a major customer be gan operating under Chapter 11 bankruptcy
protection and you had outstanding net recei vables from this customer of $35.7
million.  Please provide the following:

Mr. Paul E. Huck
February 9, 2009 Page 3
• Please disclose and tell us the signifi cance of this customer to the Tonnage
Gases’ segment revenues and segment operating income;
• Please disclose and tell us whether the bankruptcy of this customer triggered
any interim impairment evaluations or whether this development will have an
impact on the projected cash flows for the Tonnage Gases segment; and
• You have disclosed that no single cust omer accounts for a significant portion
of annual sales.  Please clarify whethe r any of your segments have a single
customer that accounts for a signific ant portion of segment annual sales.

*    *    *    *
   Please respond to these comments within 10 business days.  Please provide us with a response letter that keys your res ponses to our comments and provides any
requested information.  Detailed letters greatl y facilitate our review .  Please file your
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
disclosures in the filing to be certain that  the filing includes all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment 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 comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities 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.

Mr. Paul E. Huck
February 9, 2009 Page 4
You may contact Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his
absence, Lisa Haynes, Staff Accountant,  at (202) 551-3424, if you have questions
regarding comments on the financial statements and related matters.
          Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief