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Correspondence

 Air Products and Chemicals, Inc.

 7201 Hamilton Boulevard

 Allentown, PA 18195-1501

Tel (610) 481-7932

 Fax (610) 481-7009

e-mail: huckpe@airproducts.com

 Paul E. Huck

 Sr. Vice President and Chief Financial Officer

 15 February 2011

 Mr. John Hartz

 Senior Assistant Chief Accountant

Securities and Exchange Commission

 Division of
Corporate Finance

 Mail Stop 4631

100 F Street, N.E.

 Washington, DC 20549

Re:
Air Products and Chemicals, Inc.

Form 10-K: For the Year Ended September 30, 2010

 Form 10-Q for the Quarter Ended December 31, 2010

 Schedule 14A Filed
December 15, 2010

 File No. 1-4534

 Dear Mr. Hartz:

 In response to your letter of 3 February 2011, we provide the
information below. Our responses have been numbered to correspond with the comments in your letter. The original comments contained in your letter have been included in bold face type for reference during your review. Capitalized terms have the
meanings ascribed to them in the Proxy Statement. Page numbers refer to the Proxy Statement.

 Mr. John Hartz

 15 February 2011

  Page
 2

 DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

Comment 1 – Compensation of Directors, page 15

 In future filings, please disclose whether your directors are in compliance with the stock ownership guidelines described in the fourth paragraph.

Response:

 All directors are in
compliance with the stock ownership guidelines for directors. In future filings, we will disclose whether directors are in compliance with these guidelines.

 Comment 2 – Compensation of Executive Officers, page 28

 Historical
Alignment, page 32. We note your disclosure in the last paragraph on page 33 that your compensation committee concluded that your compensation program is balanced and does not motivate imprudent risk taking. This disclosure appears to be based
on Item 402(s) of Regulation S-K; however, this statement does not conform to the specific language used in Item 402(s). Please 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.

 Response:

 The Company has determined that risks arising from its
compensation policies and practices for its employees are not reasonably likely to have an adverse material effect on the Company. Accordingly, the Company is not required to make an affirmative statement with respect to Item 402(s) of
Regulation S-K1. The referenced disclosure was included to provide shareholders with
an understanding of one of the important activities undertaken by the Committee during the year in fulfilling its responsibilities to shareholders.

1
Item 402(s) of Regulation S-K calls for disclosure “[t]o the extent that risk arising from the registrant’s compensation policies and practices for
its employees are reasonably likely to have a material adverse effect on the registrant….” The Staff noted in Release No. 33-9089, which adopted Item 402(s), that “the final rule does not require a company to make an
affirmative statement that it has determined that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the company.”

 Mr. John Hartz

 15 February 2011

  Page
 3

 The Company’s determination that the risks arising from its compensation policies and practices are
not reasonably likely to have a material adverse effect on the Company occurred in a two-step process:

(1)
The Committee engaged its independent compensation consultant, Farient Advisors, LLC (“Farient”), to analyze the potential relationship between its Executive
Officer compensation practices and financial risk for the Company. To do so, Farient used a proprietary methodology that compared the Company’s Executive Officer compensation risk relative to its business risk. To evaluate Executive Officer
compensation risk, Farient considered a number of quantitative aspects of the Company’s Executive Officer compensation package (focusing primarily on CEO and CFO compensation), including weighting of revenue growth in performance measures,
nature of return measures, risk adjustment of performance measures, positioning of growth versus return measures, leverage of incentive compensation, time horizon for payouts, and risk mitigating features.

Based on the analysis, Farient concluded that the Company’s Executive Officer compensation was characterized by balanced performance
metrics and reasonable leverage, provided a long-term payout horizon, and included a number of risk mitigation features such as claw backs, stock ownership guidelines, and equity holding periods. Farient reviewed its detailed analysis and
conclusions with the Committee, which was thereby satisfied that the Company’s Executive Officer compensation program does not promote excessive risk taking that is reasonably likely to result in a material adverse effect on the Company.

(2)
 For compensation policies and practices beneath the Executive Officer level, Human Resources conducted an evaluation of whether there were roles in the
organization that have the ability to subject the Company to material and excessive risks and

 Mr. John Hartz

 15 February 2011

  Page
 4

reviewed the structure of compensation plans at all levels in the organization. With respect to the former, Human Resources determined that the Company’s standing delegations of authority
policy, which is approved by the Board; its system of internal controls; and its treasury policies on derivatives prevent individual employees from making commitments or investments on behalf of the Company that would expose it to material adverse
consequences. A global inventory of incentive compensation programs was then compiled. Each program was reviewed to understand the potential level of payout, including caps on payouts; the metrics to determine the payouts; and the program’s
governance and documentation. On the basis of this review, Human Resources concluded that the Company’s non Executive Officer compensation practices and policies do not create risks that are reasonably likely to result in a material
adverse effect on the Company. A summary of the review was documented in a written report to the Committee.

 Comment 3
– Components of Compensation, page 37

 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 disclosure 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. Using information for your most recently completed fiscal year, please show us
in your response what your revised disclosure will look like.

 Mr. John Hartz

 15 February 2011

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 5

 Response:

 The Company respectfully submits that it has disclosed the use of benchmarking for individual components of Named Executive Officer compensation. In the discussion of each individual component of
compensation, the proxy statement discloses the benchmark for that component as follows:

 “Base salary is generally
targeted at the median compared to similar positions in the Market Reference Group, with adjustment for proficiency, performance, experience, and the uniqueness of the responsibilities held by certain Executive Officers. For 2010, however,
all Executive Officers’ base salaries were held at 2009 levels [p. 37, emphasis added].”

 “Target bonus
opportunities under the Annual Incentive Plan are intended to approximate the median level for comparable positions within the Market Reference Group. Actual bonuses may be above or below target bonuses depending upon the Company’s
fiscal year performance as measured by the performance metrics established by the Committee at the beginning of the fiscal year. . . . For fiscal year 2010, target bonuses as a percent of base salary for all Named Executive Officers approximated
median for the Market Reference Group [p. 37 emphasis added].”

 When setting these intended [long-term incentive
award] values, the Committee considers the Market and Peer Reference Group competitive data, individual performance, relative experience, and target total direct compensation opportunities for each Executive Officer. As noted above, the expected
value of the total combined long-term incentive compensation awards to Named Executive Officers, when performance meets targets, is generally intended to approximate the 50th percentile of the Market and Peer Reference Groups, although specific
positioning may differ by individual [p. 39 emphasis added].

 In future filings, we will enhance our disclosure to indicate if base
salary, target annual incentive awards, and intended long-term incentive values are outside of the targeted median range as indicated below. In the case of annual and long-term incentive compensation, as disclosed, actual payments
exceed or fall short of the target range based on the Company’s performance and the relative performance of the Company’s stock2. For fiscal year 2010, annual incentive awards exceeded target due to the Company’s strong

2
 See page 37: “Actual bonuses may be above or below target bonuses depending upon the Company’s fiscal year performance as measured by the
performance metrics . . .”; and page 39: “The actual value realized may differ significantly (up or down) from the intended value due to Company stock price performance over the life of the awards, and the extent to which performance
targets are met.”

 Mr. John Hartz

 15 February 2011

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operating performance, as described on page 38. (The chart on page 33 of the proxy statement indicates the difference between the target award and the actual payment). Actual payments of
long-term incentive awards cannot be determined at this time.

 Revised Disclosure3:

(Page 37) Base salaries for Executive Officers are reviewed on an annual basis with the Committee’s external consultant. Base salary is
generally targeted at the median compared to similar positions in the Market Reference Group, with adjustment for proficiency, performance, experience, and the uniqueness of the responsibilities held by certain Executive Officers. For 2010, all
Named Executive Officers’ base salaries were approximately at median except for Mr. Jones, whose base salary was below median due to his recent assumption of his current accountabilities and the Committee’s decision to hold base
salaries at 2009 levels for 2010. The Named Executive Officer salaries approved for the year appear in the Summary Compensation Table on page 43.

 . . .

 (Page 39) The Committee determined the level of long-term incentive grants for fiscal
year 2010 at the beginning of the fiscal year. Prior to making the grants, the Committee established an intended long-term incentive dollar value for each Executive Officer. When setting these intended values, the Committee considers the Market
and Peer Reference Group competitive data and target total direct compensation opportunities for each Executive Officer. It is the Committee’s intent that the long-term incentive value approximate the median award for the Reference Groups and
bring the total direct compensation opportunity for each Executive Officer to approximately the median level when combined with base salary and target Annual Incentive Plan awards. The Committee has determined that this important element of
compensation should target the median level to enable the Company to attract talented and experienced managers who have a choice about where they work, and to discourage them from seeking other opportunities.

Individual performance or other factors may result in awards which are above or below the median. These factors include tenure and experience,
retention concerns, subjective evaluations of performance, historical grant levels, and other recent compensation actions with respect to the individual such as special one-time retention awards. For 2010, all intended long-term incentive award
values approximated median except for Ms. Minella’s,

3
 Additional, revised, and relocated disclosures are underlined in the Revised Disclosures throughout this response letter. Deletions are not marked except where noted. The Revised Disclosure above for
page 39 also includes revisions related to Comments 7 and 8.

 Mr. John Hartz

 15 February 2011

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which exceeded median. The Committee determined to maintain Ms. Minella’s award value at this level despite fluctuations in the median award level for her position in the Market
Reference Group due to her sustained high performance. Intended long-term incentive values for the Named Executive Officers are reflected in the chart on page 33. The actual value realized may differ significantly (up or down) from the
intended value due to Company stock price performance over the life of the awards, and the extent to which performance targets are met.

Comment 4 – Annual Incentive Plan, page 37

 In future filings, please discuss in greater detail how you determine the amount of each named executive officer’s annual incentive compensation. Refer to Item 402(b)(1)(v) of
Regulation S-K. Please disclose how the actual results achieved for each performance goal led to the amount 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.

 Response:

The Company believes that the existing disclosure covers all material aspects of the determination of annual incentive award amounts. The process for
determining the range of bonus awards is described in detail on pages 37-38.4 The disclosure informs shareholders of:

•

 Target and actual bonuses for each Named Executive Officer (page 33),

•

 The measures of corporate performance used to determine payout factors for annual bonuses and why the Committee selected them,

•

 The relative weighting of each of the performance measures,

•

 The level of payout factor associated with different levels of achievement with respect to each performance measure,

•

 That the range for actual bonuses is determined by multiplying the target bonus times the payout factor;

4
For convenience, this description is reproduced in the attached Exhibit.

 Mr. John Hartz

 15 February 2011

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•

 The actual results achieved for each performance measure,

•

 The manner in which these results were calculated, and

•

 The payout range from which the Committee determined the bonuses.

 The formula referenced on page 38 is a technical aspect of the process that is used to determine the amount of corporate funds potentially available for annual incentive awards to the approximately
400 eligible employees and cap the amount of bonus that can be awarded to any Named Executive Officer. It mechanically converts the unadjusted payout factor derived from the charts on pages 37 and 38 to a range of 30 percentage points above and
below the unadjusted factor, which allows the Committee to reward or penalize nonfinancial