SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

February 3, 2011
 Mr. Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA  18195
 RE: Air Products and Chemicals, Inc.
Form 10-K for the year en ded September 30, 2010
Form 10-Q for the quart er ended December 31, 2010
Schedule 14A filed December 15, 2010
  File No. 1-4534

Dear Mr. Huck:
We have limited our review to  those issues we have addressed in our comments.
In some of our comments, we may ask you to  provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments appl y to your facts and circumst ances or do not believe an
amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

 Compensation of Directors, page 15

1. In future filings, please disclose whether your directors are in compliance with the
stock ownership guidelines described in the fourth paragraph.
 Compensation of Executive Officers, page 28

 Historical Alignment, page 32

2. We note your disclosure in the last pa ragraph on page 33 that your compensation
committee concluded that your compensation program is balanced and does not motivate imprudent risk taking.  This di sclosure appears to be based on Item

Mr. Paul E. Huck
Air Products and Chemicals, Inc. February 3, 2011 Page 2
402(s) of Regulation S-K; however, this  statement does not conform to the
specific language used in Item 402(s).  Pl ease advise us as to whether you have
determined that your compensation program is not reasonably likely to result in a
material adverse effect on your company and the basis for this conclusion.  Please
also describe to us in greater detail the process you undertook to reach this
conclusion.
 Components of Comp ensation, page 37

3. On page 36, we note that you benchmark total direct compensation opportunity
for named executive officers at the median  value for the Market Reference Group.
However, it is unclear from your disclo sure whether you benchmark individual
components of compensation, such as base  salary, annual incentive compensation,
and long-term compensation.  In future  filings, please clearly identify the
elements of compensation subject to benchmarking, identify the benchmark for each named executive officer, and disclose where actual payments fell within the targeted parameters for each named executive officer.  To the extent actual compensation was outside the targeted range , please explain why.  Refer to Item
402(b)(2)(xiv) of Regulation S-K.  Usi ng information for your most recently
completed fiscal year, please show us  in your response what your revised
disclosure will look like.
 Annual Incentive Plan, page 37

4. In future filings, please discuss in great er detail how you determine the amount of
each named executive officer’s annual in centive compensation.  Refer to Item
402(b)(1)(v) of Regulation S-K.  Please di sclose how the actua l results achieved
for each performance goal led to the am ount awarded to each named executive
officer.  Specifically, please disclose the formula you reference in the first
paragraph of page 38 and how you used this formula to determine the payout range of 148%-205%.  Additionally, please disclose the relationship between the
payout range and the 2010 Bonus Factor Schedules for % EPS Growth and ROCE
Spread.  Using information for your most recently completed fiscal year, please
show us in your response what your revised disclosure will look like.

5. We note your statements that the comm ittee determines actual payout factors
based on individual and company perf ormance and that the committee can
determine a payout factor for each in dividual executive officer up to the
maximum of the range.  We further note your discussion in the third full
paragraph on page 38.  In future filings, please discuss in more detail the specific items of corporate performance and the elements of individual performance and
contribution that are taken into account when determining each named executive
officer’s payout factor.  Re fer to Item 402(b)(2)(v) and (vii) of Regulation S-K.

Mr. Paul E. Huck
Air Products and Chemicals, Inc. February 3, 2011 Page 3
Using information for your most recently completed fiscal year, please show us in your response what your revise d disclosure will look like.

6. In footnotes 13 and 14 on pages 38 and 40, we note your disclosure that the
committee excluded certain extraordinar y costs from fiscal year 2010 and 2009
results in determining fiscal year 2010 pe rformance.  In future filings, please
disclose what costs were excluded.  Us ing information for your most recently
completed fiscal year, please show us  in your response what your revised
disclosure will look like.
 Long-Term Incentives, page 38

7.  Although you provide general disclosu re relating to the procedure for
determining the amount of securities  granted, your disclosure does not
meaningfully convey the reasons why the actual amounts awarded for these forms of compensation were appr opriate under the circumstances.  Please revise
accordingly in future filings.  Using info rmation for your most recently completed
fiscal year, please show us in your re sponse what your revised disclosure will
look like.

8. We note your disclosure on page 39 that  the committee established an intended
long-term incentive dollar value for each executive officer by considering individual performance among other factors.   In future filings, please discuss in
more detail the elements of individual pe rformance and contribution that are taken
into account when making this determin ation.  Refer to Item 402(b)(2)(vii) of
Regulation S-K.  Using information for your  most recently completed fiscal year,
please show us in your response what your revised disclosure will look like.
 2010 Payout for FY2008-2010 Performance, page 40

9. In future filings, please discuss in great er detail how you determine the amount of
performance shares to award each name d executive officer.  Refer to Item
402(b)(1)(v) of Regulation S-K.  Please di sclose how the actua l results achieved
for each performance goal led to the am ount awarded to each named executive
officer.  Specifically, please disclose how you calculated the payout level of 141%
of the target shares.  Additionally, please  disclose the relationship between this
payout level and factors associated with  ROCE Spread and EPS Growth.  Using
information for your most recently complete d fiscal year, please  show us in your
response what your revised disclosure will look like.

Mr. Paul E. Huck
Air Products and Chemicals, Inc. February 3, 2011 Page 4
FORM 10-Q FOR THE FISCAL PE RIOD ENDED DECEMBER 31, 2010

 Controls and Procedures, page 26

10. We note that the description of your disclosu re controls and procedures in the first
sentence of the first paragraph does not conform to the definition of disclosure
controls and procedures se t forth in Exchange Act Rule 13a-15(e).  In future
filings, please either describe your disclo sure controls and pr ocedures using the
full definition of disclosure controls a nd procedures set forth in the applicable
rules, or you may simply omit the descrip tion and refer to the applicable rules.

11. We note that the conclusion regarding eff ectiveness is qualified by the statement
“to provide reasonable assurance of the ach ievement of the objectives described
above.”  This qualifier is not part of the disclosure controls and procedures
definition contained in Exchange Act Rule  13a-15(e) and is not appropriate.  In
future filings, please revise to provide the conclusion regarding effectiveness based on the full definition of disclosure c ontrols and procedures set forth in the
applicable rules.  Alternatively, you may si mply state that your  certifying officers
concluded on the applicable date that your disclosure controls and procedures
were effective.  Finally, please confirm to us that your CEO and CFO concluded
that your disclosure controls and pro cedures were effective based on the full
definition of disclosure controls and proce dures set forth in the applicable rules.

You may contact Jessica Ka ne, Staff Attorney, at (202) 551-3235 or, in her
absence, Andrew Schoeffler, Staff Attorney, at (202) 551-3748 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, the undersigned at (202) 551-3689 if you have
questions regarding comments on the financia l statements and related matters.
       Sincerely,          John Hartz  Senior Assistant   Chief Accountant