SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

         June 3, 2009  Room 7010  J. Kimo Esplin Executive Vice President and Chief Financial Officer Huntsman Corporation 500 Huntsman Way Salt Lake City, Utah 84108

Re: Huntsman International LLC
File No. 333-85141
Huntsman Corporation
 File No. 001-32427  Form 10-K for Year Ended December 31, 2008
Dear Mr. Esplin:
 We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you 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 the end of this letter.

Form 10-K for Year Ended December 31, 2008

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Overview, page 63

1. We note your discussion regard ing the fourth quarter decr eases in average selling
prices and sales volumes.   We further note that as a result of this decline in
selling prices, you recognized a charge to  write down inventor y during the fourth

J. Kimo Esplin
Huntsman Corporation
June 2, 2009 Page 2
quarter 2008 and your margins have conti nued to decrease ov er the past three
years.  Please expand discussion, in future  filings, to clarify the specific impacts
and risks of recent economic events to your business.  Enhance your overview discussion of how the market for your pr oducts has been affected and the current
and expected future impact on your opera tions, financial position and liquidity.
This disclosure should provide detailed information on your customers, recent order activity, expected trends, mana gement’s response for managing these
events, potential future actions by manage ment and other detailed information.
Expand your liquidity discussion to addre ss the expected imp act to current and
future cash flows and how you expect recent economic events, including the credit shortage, may affect other sources of liquidity such as  your current debt
instruments, credit ratings and related c ovenant compliance.  In your response to
this letter, please provide a detailed desc ription of proposed future disclosure.

Liquidity and Capital Resources, page 82

Compliance with Covenants, page 88

2. We note you have no borrowings outstandi ng on your Senior Cr edit Facility at
December 31, 2008 but do have out standing letters of credit under this agreement.
You also disclose that this agreement c ontains one financial convent, the Secured
Leverage Ratio, however, you have not made  an affirmative statement of whether
or not you have passed your covenant at December 31, 2008.  We note that in April 2009, you obtained a waiver to the cr edit agreement covenants that will be
effective through June 2010.  For any mate rial debt covenants, including the
financial covenant included  in your A/R securitization program, please disclose
the required ratios as well as the actual ratios as of each reporting date.  This will allow readers to understand how much cushion there is between the required ratios and the actual ratios .  See Sections I.D and IV.C of the SEC Interpretive
Release No. 33-8350.  Further ensure that  your disclosure, in future filings,
discusses the impact that failing cove nants would have on your operations and
liquidity, specifically addressing the alternat ive source of liquidity if availability
under the credit facility was reduced or limited as we note that you depend on your credit facility to provide liquidity for operations and working capital needs.

Short-Term and Long-Term Liquidity, page 89

3. In connection with your December 14, 2008 Settlement Agreement, you agreed to
pay Apollo and certain of its affiliates an amount of cash equal to 20% of the value of cash and non-cash consideration that is in excess of $500 million that you
may obtain or receive in settlement in connection with clai ms you made against
the lenders involved in the merger agreement.  You further state that in no circumstance will the aggregate paym ents exceed $425 million.  Tell us and
disclose in future filings, how you determined that the amount will not exceed

J. Kimo Esplin
Huntsman Corporation
June 2, 2009 Page 3
$425 million and how you considered disclosing this contingent liability in MD&A.

Critical Accounting Policies, page 92

3. Considering the material nature of your inventory balance and your most recent $34 million write down to inventory dur ing the fourth quarter 2008, please
expand your critical accounting policies to include an inventory policy that
discusses the nature of your inventory and your valuation process.  Please disclose
the nature of the inventory that was writ ten down in the fourth quarter.  Quantify
the amount of inventory that remains for the inventory items that have reserves
allocated to them and discuss th e facts and circumstances surrounding
management’s determination of the amount of write downs recorded each period.
Please provide a robust discussion of your inventory valuation methods and
underlying assumptions.  Additionally, tell us what consideration was given to
disclosing your inventory reserve account activity in your Schedule II, as required
in Rule 12-09 of Regulation S-X.
 4. Considering the decline in your stock pr ice and the impact of recent economic
events, please expand, in future filings, th e discussion of your critical accounting
policies for goodwill and long lived assets to provide more specific information
about management’s insights and assumptions.  For example:
• Expand your discussion of goodwill to quantify the significant assumptions
used, include a sensitivit y analysis of significant assumptions, and provide
information as to known trends, uncertainties or other factors reasonably likely to result in material impairment charges in future periods.  For any reporting units with a carryi ng value that is not signifi cantly different from the
estimated fair value, please disclose  the amount of goodwill for the reporting
unit and the amount of headroom.  Specifically address the operating
performance of your Materials and Effects segment, which appears to be the segment that contains the largest am ount of goodwill, and its impact on your
goodwill impairment analysis.
• Revise your asset impairment policy to clarify whether or not an impairment
test was actually performed on your  long lived assets under SFAS 144 at
December 31, 2008.  Please disclose the re sults of those tests to the extent
they were performed, and if no test was performe d explain how you
considered that one was not necessary under paragraph 8 of SFAS 144.  Note for future periods, disclosing whether or  not a SFAS 144 analysis was actually
performed would clearly inform investor s whether the absence of impairment
charges is due to management’s determination that the SFAS 144 test were not required as a result of no trigge ring events or because there were
triggering events present and management s estimate of cash flow projections
exceeded asset carrying values resulting in no impairment charges.

J. Kimo Esplin
Huntsman Corporation
June 2, 2009 Page 4
Given the current economic conditions, this detailed information will provide the reader with a greater insi ght into the quality and va riability of your financial
position and operating results.  Refer to Release No. 33- 8350 “Interpretation:
Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations.”
 5. As noted above, your stock price declin ed from $20.86 in June 2008 to $3.44 at
December 31, 2008.  Your market ca pitalization at December 31, 2008 is
significantly less than tota l stockholders’ equity, whic h is an indicator your
goodwill, intangible assets and other long- lived assets may be impaired.  You
state that you review goodwill for impairment annually, at the beginning of the third quarter.  Tell us whether or not this decline in market cap and stock price has triggered an interim impairment te st under SFAS 142 and SFAS 144.  Explain
how you determined goodwill, intangible asse ts and other long-lived assets are
recoverable in the current market environment.

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

  We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
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 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 federal securities laws of the United

J. Kimo Esplin
Huntsman Corporation June 2, 2009 Page 5
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may direct questions to Melissa Rocha, Staff Accountant at (202) 551- 3854
or me at (202) 551-3355.
Sincerely,   Terence O’Brien Branch Chief