SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
March 15, 2011

Paul E. Huck Senior Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard Allentown, Pennsylvania 18195-1501
 Re: Air Products and Chemicals, Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2010
  Filed November 23, 2010   File No. 1-04534
Dear Mr. Huck:

We have limited our review of your filing to your  contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comments.  Our review with
respect to this issue does not prec lude further review by the Assist ant Director group with respect
to other issues.   At this juncture, we are asking 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 apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  General

1. We note on page 6 in your Form 10-K that you own interests in entities operating in
Africa, the Middle East, and Latin America,  regions generally understood to include
Sudan, Iran, Syria, and Cuba.  Cuba, Iran, S udan, and Syria are identified by the State
Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and
export controls.  We note that your Form 10- K does not include disclosure regarding
contacts with the referenced countries.  Please de scribe to us the nature  and extent of your
past, current, and anticipated contacts with Cuba, Iran, Sudan, and Syria, if any, whether
through subsidiaries, affiliates, joint ventures, or other direct  or indirect arrangements.
Your response should describe  any materials, including chem icals, products, technology,
equipment, components, information, and serv ices that you have provided, or intend to
provide, into Cuba, Iran, Sudan, and Syria, di rectly or indirectly, and any agreements,
commercial arrangements, or other contacts you have had wi th the governments of the
referenced countries or entitie s controlled by those governments.

Paul E. Huck
Air Products and Chemicals, Inc. March 15, 2011 Page 2

2. Please tell us whether, to the best of your knowledge, understanding, and belief, any of
the materials, including chemicals, produc ts, technology, equipmen t, or components you
may have provided or may intend to provide, directly or indirectly, into Cuba, Iran,
Sudan, and Syria, are controlled items in cluded in the Department of Commerce’s
Commerce Control List.  If so, tell us whet her any such item ha ve weapons or other
military uses, and describe such possible uses of which you are aware.  Also, advise us whether, to the best of your knowledge, unde rstanding, and belief, any such items have
been put to weapons or other military uses  by Cuba, Iran, Sudan, or Syria, and discuss
any such uses of which you are aware.
3. Please discuss the materiality of any contac ts with Cuba, Iran, Sudan, and Syria, and
whether those contacts constitute a material in vestment risk for your security holders.
You should address materiality in quantitati ve terms, including the approximate dollar
amounts of any revenues, assets, and liabilities associated w ith each of the referenced
countries for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and sh are value.  Various state and municipal
governments, universities, and other investor s have proposed or a dopted divestment or
similar initiatives regarding investment in companies that do business with U.S.-
designated state sponsors of terrorism.  In th is regard, we are aware of a June 2010 news
report that your joint venture company based in China had agreed to  construct a hydrogen
production facility for PetroChina Company Li mited, a company that has been the object
of divestment and related efforts resulting fr om its parent company’s operations in Sudan
and Iran.  Please discuss the potential impact  on your reputation and share value of your
joint venture’s relationship with PetroChina.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts rela ting to the company’s disclosure , they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• 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

Paul E. Huck
Air Products and Chemicals, Inc. March 15, 2011 Page 3
the Commission or any person under the federa l securities laws of  the United States.
 Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.
          S i n c e r e l y ,              C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk   cc:  Pamela Long   Assistant Director  Division of Cor poration Finance