SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 27, 2010
 Mr. Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA  18195
 RE: Form 10-K for the year ended September 30, 2009
Form 10-Q for the period  ended December 31, 2009
  File No. 1-4534

Dear Mr. Huck:
We have reviewed these filings and 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 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, 2009

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
Air Products and Chemicals, Inc.
January 27, 2010 Page 2 of 6   Item 3 – Legal Proceedings, page 14

Pasadena, Texas Facility, page 14

2. Tell us whether it is reasonably possible that losses related to the violations
alleged at this site could be material to your results of operations.  If so, please
explain the nature of the allegations a nd whether aside from any fines, you may
be required to undertake material remedi ation, and/or capital expenditures related
to this issue.

Item 6 – Selected Financial Data, page 16

3. You have presented your cash provided by operating activities in the Other Data
section.  While presentation of cash flows fr om operating activities is useful, this
data should be considered in the framew ork of a statement of cash flows, which
reflects management’s decision as to the use of these cash flows and the external
sources of capital used.  The implicati on of a presentation which shows only the
cash flows generated from operations portion of a cash flows statement is that the
use of such cash flows is entirely at th e discretion of management.  Please also
present your cash flows from investing a nd financing activities.  See Section
202.03 of the SEC’s Codification of Financ ial Reporting Policies for guidance.

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17
 Liquidity and Capital Resources, page 30

4. We note your disclosure on page 68 that various debt agreements to which you
are a party include certain financial covenants and othe r restrictions.  As such,
please disclose here or elsewhere in the filing the specific terms of any material
debt covenants in your debt agreements.  In  addition, if it is reasonably likely that
you will not be in compliance with any of  your material debt covenants, please
disclose the required ratios/amounts as well as the actual ra tios/amounts as of
each reporting date.  This will allow readers to understand how much cushion there is between the requir ed ratios/amounts and the ac tual ratios/amounts.  Please
also consider showing the specific computations used to arrive at the actual
ratios/amounts with corresponding reconc iliations to US GAAP amounts, if
necessary.  See Sections I.D and IV.C of the SEC Interpretive Release No. 33-
8350.

Mr. Paul E. Huck
Air Products and Chemicals, Inc.
January 27, 2010 Page 3 of 6   Item 7A – Quantitative and Qualitative Disclosures about Market Risk, page 34

Critical Accounting Policies and Estimates, page 35

Impairment of Long-Lived Assets, page 36

5. To the extent that any of your reporting un its have estimated fair values that are
not substantially in excess of the carrying value and to the extent that goodwill for
these reporting units, in the aggregate or individually, if impaired, could
materially impact your operating results or  total shareholders’ equity, please
provide the following disclosures for each  of these reporting units in future
filings:
• Identify the reporting unit;
• The percentage by which fair value exceed s the carrying value as of the most-
recent step-one test;
• The amount of goodwill;
• A description of the assumptions that drive the estimated fair value;
• A discussion of the uncertainty associ ated with the key assumptions.  For
example, to the extent that you have included assumptions in your discounted
cash flow model that materially deviates from your historical results, please
include a discussion of these assumptions;
• A discussion of any potential events and/or circumstances that could have a
negative effect to the estimated fair value.
If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please disclo se this determination in
future filings.  Please also provide the a bove disclosures, as applicable, for any
long-lived assets or asset groups for which you have determined that fair value is
not substantially in excess of the carrying value and to the extent that the asset
amounts, in the aggregate or individua lly, could materially  impact your operating
results or total shareholders’ equity.  Please refer to Item 303 of Regulation S-K
and Sections 216 and 501.14 of the SEC’s Codification of Financial Reporting
Policies for guidance.
 Loss Contingencies, page 39

6. We note that accounting for loss continge ncies is a critical aspect of your
accounting policies and estimates.

On pages 7 and 29 you state that “..the Company does not expect that any sum it
may have to pay in connection with e nvironmental matters in excess of the
amounts recorded or disclosed above would have a materially adverse effect on its
financial condition or results of operations in any one year.”  On page 74 you state
“While the Company does not expect th at any sums it may have to pay in

Mr. Paul E. Huck
Air Products and Chemicals, Inc.
January 27, 2010 Page 4 of 6
connection with environmental exposures w ould have a materially adverse effect
on its consolidated financial position or net cash flows, a future charge for any
damage award could have a significant impact on the Company’s net income in
the period in which it is recorded.”  Tell us whether that period could be a year,
and if so, please reconcil e these two disclosures.

7. We note that the amounts charged to inco me from continuing operations on an
after-tax basis related to environmenta l matters totaled $33 million in fiscal 2009,
$31 million in 2008, and $25 million in 2007.  These amounts include an estimate
of expenses for compliance with environmental laws, and activities undertaken to meet internal Company standards.  It appears that some of these expenses may not have been charged as part of an ongoing remediation liability.  Please clarify for
us.  Tell us why you believe that disclosi ng these costs on an after-tax basis is
meaningful, relative to other cost discussions.

8. Please provide us with a detailed pre- tax roll-forward of your environmental
accrual for each year presented and the inte rim period just prior to your response.
Please separately show the beginning balance, expenses, (or reductions of gains on sale) and expenditures for each period.  Please provide a narrative analysis of
the expenses and expenditure s for the year explaining how  much of the amount is
due to changes in cost estimates, newly di scovered sites, or new areas in old sites,
or any other relevant information.

Please provide the above type roll-forward and analysis for each of the individual
sites you identify as Pace, Piedmont and Paulsboro.
 Item 8 – Financial Statements and Supplementary Data, page 41

Note 3 – Global Cost Reduction Plan, page 55

9. Please enhance your disclosure to disclo se the total amount of restructuring
charges expected to be incurred as well as the cumulative amount of restructuring
charges incurred to date for each major type of cost as well as for each reportable
segment as required by FASB ASC 420-10-50-1.

Note 16 – Commitments and Contingencies, page 74

Litigation, page 74

10. You disclose that the ultimate outcome of  the proceedings or sanctions related to
the investigation of your Br azilian subsidiary is not predictable with assurance
and that a future charge for regulatory fines or damage awards could have a

Mr. Paul E. Huck
Air Products and Chemicals, Inc.
January 27, 2010 Page 5 of 6
significant impact on your net income in th e period in which it is recorded.  We
note that this issue could have a material  impact on your net income in the period
in which it is recorded.  Please provid e more detail concerning the background of
the investigation and the allegations.  Discuss your understanding of the nature
and amounts of sanctions involved with th ese allegations in Brazil.  Tell us
whether the sanctions in the report were quantified and if so tell us the amounts.
It appears there is a reas onable possibility that a loss exceeding amounts already
recognized may have been incurred and the amount of that additional loss is material.  If there is a reasonable possibi lity, please disclose the estimated range
of loss, or state that such an estimate  cannot be made as required by FASB ASC
450-20-50-4.

*    *    *    *
 Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested 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 reviewing 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 required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts relating 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.

Mr. Paul E. Huck
Air Products and Chemicals, Inc. January 27, 2010 Page 6 of 6     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 co mments, please direct them to Jeffrey
Gordon, Staff Accountant, at (202) 551-3866 or, in his absen ce, the undersigned at (202)
551-3689.
 Sincerely,
 John Hartz
 Senior Assistant Chief Accountant