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    (212) 474-1912

      March 5,
2010

        Airgas,
Inc.

        Schedule
TO-T

        Filed by Air Products
Distribution, Inc. and Air Products and Chemicals, Inc.

        Filed February 11,
2010

        File No.
5-38422

      Dear Ms.
Campbell Duru:

      On behalf
of our clients Air Products and Chemicals, Inc. (“Parent”) and Air
Products Distribution, Inc. (“Purchaser”), a wholly
owned subsidiary of Parent (together with Parent, “Air Products”), set
forth below are the responses of Air Products to certain comments of the staff
of the Division of Corporation Finance, Office of Mergers and Acquisitions (the
“Staff”), of
the Securities and Exchange Commission (the “Commission”) in the
letters from you dated as of February 22, 2010 (the “February 22 Comment
Letter”) and March 2, 2010 (the “March 2 Comment
Letter” and, together with the February 22 Comment Letter, the “Comment Letters”),
regarding the above-referenced filing (the “Schedule
TO”).

      Air
Products has filed an amendment to the Schedule TO in the form attached hereto
as Exhibit A (“Amendment No.
1”).  This amendment includes revised disclosure to address
certain of the Staff’s comments in the Comment Letters.

      For your
convenience, each comment from the Comment Letters has been reproduced below and
is followed by Air Products’ response to such comment.  Capitalized
terms used but not defined in this letter shall have the meanings specified in
the Schedule TO.

      *  *  *

      The February 22 Comment
Letter

      Acceptance for and Payment
for the Shares, page 14

                1.

                We note your disclosure here that
      Air Products reserves the right to assign or transfer to one or more
      affiliates the right to purchase the shares tendered in the
      offer.  Please note that if the filing persons transfer such
      rights, the entity to which the right is assigned may need to be added as
      a filing person on the Schedule TO-T.  This in turn may
      necessitate an extension of the offer period and may require the Offer to
      Purchase to be revised to provide all of the disclosure required by
      Schedule TO as to that entity.  Please confirm your
      understanding in your response
letter.

      Air
Products confirms its understanding that if it assigns or transfers to one or
more affiliates the right to purchase the shares tendered in the offer, the
entity to which the right is assigned may need to be added as a filing person on
the Schedule TO-T.  Air Products further confirms its understanding
that such addition may necessitate an extension of the offer period and may
require the Schedule TO to be revised to provide all of the disclosure required
by the Schedule TO as to that entity.

      Source and Amount of Funds,
page 24

                2.

                Please
      address any alternative financing arrangements that are in place in the
      event the primary financing plans fall through.  If none, revise
      to state this fact.  Refer to Item 1007(b) of Regulation
      M-A.

      In
response to the Staff’s comment, in Amendment No. 1, the Purchaser has stated
that other than the Acquisition Facility, no alternative financing arrangements
are in place at this time.

                3.

                Your
      current disclosure describes generally the terms of the Credit Facility
      and indicates that the Facility will contain representations, warranties
      and covenants that are “customary for credit facilities of this
      nature”.  When available, please revise this section in the
      Offer to Purchase to disclose the specific terms of the Credit
      Facility.  Refer to Item 7 of Schedule TO and Item 1007(d)
      of Regulation M-A.

      We
acknowledge the Staff’s comment and will file an amendment to the Schedule TO
that discloses the specific terms of the Acquisition Facility as necessary when
such terms are available.

          2

                4.

                Please
      refer to our comment above.  Please revise to include the terms
      of any other material terms or conditions of the loan arrangements once
      finalized.  For example, we note the explanation on page 28
      regarding the reasons for Air Products’ reduction in the offer price from
      $62 to $60.  The reduction is attributed, in part, to the fees
      that the bidders contemplate paying to the lenders due to the increased
      costs of a non-negotiated deal.  Additionally, a condition
      precedent in Exhibit B to the Commitment Letter conditions financing on
      receipt of all fees invoiced by the lenders, administrative agent and lead
      arranger prior to the effective date.  Please revise to disclose
      such fees or advise as to why such disclosure is
      immaterial.  Refer to Item 1007(d)(1) of Regulation
      M-A.

      We
acknowledge the Staff’s comment and will file an amendment to the Schedule TO
that discloses the material terms and conditions of the Acquisition Facility as
necessary once finalized.

      We
respectfully submit that the Schedule TO currently contains disclosure of the
fees to the extent material to Airgas’s stockholders.  The Schedule TO
discloses that Air Products will need approximately $7 billion to purchase all
outstanding Shares at $60 per Share, to refinance certain debt and to pay
related fees and expenses (which would include commitment fees, other financing
fees and other expenses of the lenders payable by Air Products).

      Dividends and Distributions,
page 34

                5.

                We
      note the disclosure regarding the adjustments to the offer price or amount
      of shares that will be purchased that could occur upon the occurrence of
      the events specified in the first paragraph and in the second
      paragraph.  Please note that in our view, if you reduce the
      offer consideration or amount of securities that will be purchased in
      response to the delineated events, you must inform security holders of
      this development and may be required to extend the offer to allow
      shareholders time to react in accordance with Rules 14d-4(d) and
      14e-l(b).  Please revise your disclosure
      accordingly.

      In
response to the Staff’s comment, in Amendment No. 1, the Purchaser has stated
that if it makes any change in the offer price or
other terms of the Offer, including the number or type of securities offered to
be purchased, it will inform Airgas’s stockholders of this development and
extend the expiration date of the Offer, in each case to the extent required by
applicable law.

          3

      Conditions to the Offer,
page 34

                6.

                A
      tender offer may be conditioned on a variety of events and circumstances,
      provided that they are not within the direct or indirect control of the
      bidder.  The conditions also must be drafted with sufficient
      specificity to allow for objective verification that the conditions have
      been satisfied.  In that regard, we note the “impairment
      condition” described on page 10 which conditions the offer on “Airgas not
      having entered into or effectuated any agreement or transaction with any
      person or entity having the effect of impairing the Purchaser’s or Air
      Products’ ability to acquire Airgas or otherwise diminishing the
      expected value to Air Products of the acquisition of Airgas...”
      (emphasis added).  As drafted, the breadth of what would
      constitute an impairment is not clearly
      described.  Additionally, determination of whether an impairment
      had occurred would be left to the sole determination of the filing
      persons/bidders.  Given that the filing persons have reserved
      the right to assert the occurrence of an offer condition for reasons that
      do not appear objectively verifiable, the filing persons have created the
      implication that they may conduct an illusory offer in potential
      contravention of Section 14(e).  Please revise the cited
      condition to include an objective standard, such as a standard of
      reasonableness, against which the filing persons’ discretion may be
      judged.

      In
response to the Staff’s comment, in Amendment No. 1, Air Products has stated
that the Purchaser shall make all determinations regarding the matters referred
to in the Impairment Condition in its reasonable judgment.

                7.

                We
      refer to the last paragraph of this section and the disclosure relating to
      your failure to exercise any of the rights described on the preceding
      pages and what you deem to constitute a waiver.  This language
      suggests that if a condition is triggered and you fail to assert the
      condition, you will not lose the right to assert the condition at a later
      time.  Please note that when a condition is triggered and you
      decide to proceed with the offer anyway, we believe that this decision is
      tantamount to a waiver of the triggered condition(s).  Depending
      on the materiality of the waived condition and the number of days
      remaining in the offer, you may be required to extend the offer and
      recirculate new disclosure to security holders.  Please confirm
      your understanding that if an offer condition is triggered, you will
      notify shareholders whether or not it has waived such
      condition.

      With
respect to conditions that, pursuant to the terms of the Offer, must be
satisfied as of the expiration date but are not satisfied at that time, Air
Products will determine at the expiration date whether to (1) terminate the
Offer in accordance with its terms, (2) waive such condition or conditions and
accept tendered Shares for payment (subject to any legal obligation to extend
the Offer to give notice of the waiver) or (3) extend the Offer to allow
additional time for such conditions to be satisfied or for Air Products to
decide to waive such conditions.  With respect to any of the other
conditions to the Offer that are not satisfied as of the expiration date, Air
Products will determine at that time whether to (1) terminate or extend the
Offer in accordance with its terms, (2) waive such condition or conditions and
accept for payment or pay for the Shares (subject to any legal obligation to
extend the Offer to give notice of the waiver) or (3) delay acceptance for
payment or payment for the Shares until satisfaction of such conditions to the
Offer.  In either case, a decision by Air Products to extend the Offer
by reason of an unsatisfied condition does not constitute a waiver by Air
Products of its rights, at any future date, to terminate the Offer in accordance
with its terms by reason of the unsatisfied condition or to waive the
unsatisfied condition.

        Air
Products will notify shareholders promptly after it has determined to waive or
assert any condition to the Offer.

          4

      The March 2 Comment
Letter

      General

                1.

                Reference
      is made to the soliciting materials filed on February 12, 18, 22 and 25,
      2010.  Given that the materials also relate to the ongoing
      tender offer, please amend the Schedule TO-T and file such soliciting
      materials as exhibits to the Schedule TO.  Ensure that EDGAR
      reflects each such filing for purposes of the solicitation and SCH TO-T to
      the extent appropriate.  Refer to Item 1016 of Regulation
      M-A.

      In
response to the Staff’s comment, in Amendment No. 1, Air Products has added the
indicated soliciting materials as exhibits to the Schedule TO.  Air
Products acknowledges the Staff’s comment and will ensure that EDGAR reflects
each such filing for purposes of the solicitation and Schedule TO-T to the
extent appropriate.

      Soliciting Materials filed
February 22, 2010

                2.

                Please
      refer to the press release dated February 22, 2010.  Please set
      forth your analysis and provide further support for your assertion that
      the conditions to the offer are not so broad that they render the offer
      illusory.  In this regard, it would appear that the bidders, in
      their sole discretion, will be able to assert as a condition the condition
      against the payment of dividends.  Please advise us of the
      bidders’ intentions with respect to this condition in light of the fact
      that prior to the launch of the offer, the bidders were aware of the $0.22
      dividend the Company declared and were aware that the dividend is
      scheduled to be paid prior to the expiration of the offer.  Do
      the bidders intend on waiving this or any other conditions that already
      were present at the time of the commencement of the
      offer?  Please clarify.

      Air
Products respectfully submits that, overall, the conditions to the Offer are not
within the control of Air Products, make use of “reasonableness” qualifiers as
appropriate to permit objective verification and, to Air Products’ knowledge,
are currently capable of being fulfilled.  As a result, Air Products
believes the conditions to the Offer do not render its Offer
illusory.

          5

      In this
regard, we note that, in Amendment No. 1, Air Products has stated that the Purchaser shall not assert a failure of the
condition to the Offer relating to Airgas’s declaration or payment of dividends
(set forth in clause (e) of paragraph (vi) of Section 14 of the Offer to
Purchase) solely as a result of the declaration and payment by Airgas of the
dividend of $0.22 per share of Common Stock declared on January 28, 2010 and
payable on March 31, 2010 to Airgas stockholders of record as of March 15,
2010.

      We also
note that, in response to comment number 6 of the February 22 Comment Letter, in
Amendment No. 1, Air Products has stated that the Purchaser shall make all
determinations regarding the matters referred to in the Impairment Condition in
its reasonable judgment.  Please see our response to this comment
above.

                3.

                Please
      refer to our prior comment.  When an offer condition is
      triggered by events that occur during the offer period and before the
      expiration of the offer, the bidders should inform holders of securities
      how they intend to proceed promptly, rather than wait until the end of the
      offer period, unless the condition is one where satisfaction of the
      condition may be determined only upon expiration.  Please
      confirm the bidders’ understanding in your response
  letter.

      Please
see our response to comment number 7 of the February 22 Comment Letter, as set
forth above.

      *  *  *

      Closing
Information

      As
requested by the Staff in the closing comments of the Comment Letters, attached
hereto as Annex A is a written acknowledgment of certain matters by Air Products
and Chemicals, Inc. and Air Products Distribution, Inc.

      If you
have any questions regarding the contents of this letter, please contact me at
the number listed above.

      Respectfully,

      James C.
Woolery

      Mellissa
Campbell Duru, Esq.

      Special
Counsel

      Office of
Mergers and Acquisitions

      U.S.
Securities and Exchange Commission

      100 F
Street, NE

      Washington,
DC 20549-3628

          6

        Copy
to:

John D. Stanley, Esq.

      Senior
Vice President and General Counsel

      Air
Products and Chemicals, Inc.

      7201
Hamilton Boulevard

      Allentown,
PA 18195-1501

        VIA
FACSIMILE AND U.S. MAIL

            7

      Annex
A

      Each of
the undersigned hereby acknowledges that in connection with the Schedule TO-T
filed on February 11, 2010 (File No. 5-38422), as amended or
supplemented:

                ·

                the
      filing persons are responsibl