SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        M a y  3 ,  2 0 0 7

Room 7010

J. Kimo Esplin
Executive Vice President and Chief Financial Officer
Huntsman Corporation
500 Huntsman Way
Salt Lake City, Utah 84108

Re: Huntsman Corporation
 Form 10-K for Year Ended December 31, 2006
 File No. 001-32427

Dear Mr. Esplin:

We have reviewed the above referenced f iling and have the following comments.  Please
note that we have limited our review to the matters addressed in the comments below.  We may ask
you to provide us with supplemental information so we may better understand your disclosure.
Please be as detailed as necessary in your explanati on.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure require ments and to enhance the overall disclosure in
your filing.  We look forward to working with yo u in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel free to call us at the
telephone numbers listed at th e end of this letter.

Form 10-K for Year Ended December 31, 2006

Liquidity and Capital Resources, page 82

1. Your liquidity discussion largely reiterates wh at is presented in the statement of cash
flows with little explanation of the reason fo r increases and decreases.  Please revise your
discussion to address the reasons for the chang es in operating assets and liabilities.   For
example, we note that your change in receivables has had a material impact on your
operating cash flows.  Please disclose your DSO for each period and explain any
variances.  Revise to provide expanded disclosure which will indicate the Company’s ability to adjust its future cash flows to m eet needs and opportunities, both expected and
unexpected.  Refer to FRR 501.03 and SEC Release 33-8350

J. Kimo Esplin
Huntsman Corporation
May 3, 2007 Page 2

Note 3. Discontinued Operations, page F-21

2. With regard to the January 2007 sale of your Australian polyester resins assets, please tell
us the carrying amount and classification of the assets and liabilities included in the sale
to Nuplex on the balance sheet as of December 31, 2006, as well as the amount of expected gain or loss on the sale.  Also, te ll us your consideration of paragraphs 30-31
and 41-43 of SFAS 144, in determining that that this sale did not qualify for assets held for sale or discontinued operations presenta tion during the year ended December 31,
2006.  As part of your response, please provide us with a timeline of events leading up to your agreement to sell these assets and a comprehensive description of the tolling agreement and how this agreement impact ed your determination that discontinued
operations presentation was not appropriate.

Note 20. Commitments and Contingencies, page F-64

3. With regards to your Discoloration claims, we note your response letter dated May 31,
2006 to the Staff’s letter dated May 1, 2006 which indicates that you expect to settle and
pay the two remaining claims by the end of 2006.  Your disclosure on page F-65 indicates that these two claims are still unresolved and the asserted damages are
approximately $70 million.  Please tell us the status of these claims at December 31, 2006, including how much you have accrued for these claims and when you anticipate
settling and paying these claims.

 As appropriate, please ame nd your filing and respond to these comments within 10
business days or tell us when you will provide  us with a response.  Please submit all
correspondence and supplemental materials on EDGA R as required by Rule 101 of Regulation S-
T.  You may wish to provide us with marked c opies of any amendment to expedite our review.
Please furnish a cover letter with any amendment that keys your responses to our comments and
provides any requested information.  Detailed cove r letters greatly facilitate our review.  Please
understand that we may have additional comme nts after reviewing any amendment and your
responses to our comments.

  We urge all persons who are responsible fo r the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they ar e responsible for the accuracy and adequacy of
the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in r esponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

J. Kimo Esplin
Huntsman Corporation
May 3, 2007 Page 3

‚ 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.

 You may contact Melissa Rocha at (202) 551- 3854 or me at (202) 551-3355 if you have
questions regarding comments on the financ ial statements and related matters.

Sincerely,

Terence O’Brien
Branch Chief