SecProbe.io

January 12, 2012
 Via E-mail

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 ended September 30, 2011
Filed November 22, 2011
  File No. 1-4534

Dear Mr. Huck:
 We have reviewed your filing and have the following 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 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.

Form 10-K for the Year Ended September 30, 2011

 General

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

Mr. Paul E. Huck Air Products and Chemicals, Inc. January 12, 2012 Page 2

 Item 7 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 18
 Liquidity and Capital Resources, page 28

 2. Given your significant foreign opera tions, please enhance your liqui dity disclosure to address
the following:
 Disclose the amount of foreign cash and cas h items and short-term investments you have
as compared to your total amount of cash and ca sh items and short-term investments as of
September 30, 2011; and
 Discuss the fact that if the foreign cash  and cash equivalents are needed for your
operations in the U.S., you would be required to  accrue and pay U.S. taxes to repatriate
these funds but your intent is to permanently  reinvest these foreign amounts outside the
U.S. and your current plans do not demonstrat e a need to repatriate the foreign amounts
to fund your U.S. operations, if true.
Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350 Sec tion IV and Financial
Reporting Codification 501.06.a.
 Item 8 – Financial Statements and Supplementary Data, page 42

 Note 21 – Income Taxes, page 82

 3. It appears that you generate a significant amount of income  from continuing operations
before income taxes from locations outside of the United States and a significant portion of
your provision for income taxes is also composed  of non-U.S. amounts.  Please tell us what
countries comprise a material amount of your  foreign taxes and whether you generate a
disproportionate amount of taxable income in  countries with very low tax rates.

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 relating to a 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
the Commission or any person under the federa l securities laws of  the United States.

Mr. Paul E. Huck Air Products and Chemicals, Inc. January 12, 2012 Page 3

You may contact Jeffrey Gor don, Staff Accountant, at (202)  551-3866 or, in his absence,
the undersigned at (202) 551- 3689 if you have questions regarding these comments.
      Sincerely,   /s/ Jeffrey Gordon for       John Hartz  Senior Assistant Chief Accountant