SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

May 25, 2010
Via Mail and Facsimile (801-584-5788)

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 the Fiscal Year Ended December 31, 2009
  Filed February 19, 2010   File No. 001-32427
Dear Mr. Esplin:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as a state sponsor of terrorism, and we have the
following comments.  Our review with respect to this issue does not preclude further
review by the Assistant Director group with respect to other issues.   At this juncture,
we are asking you to provide us with supplemental information, so that we may better understand your disclosure.  Please be as deta iled as necessary in your response. After
reviewing this information, we ma y 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note from your website that you conduc t business in Syria, have an agent
located in Syria and sales representative s for Syria, and that you conduct business
in Sudan and have contact information listed for Sudan.  We also note that one of your business partners’, Zamil Group sells  products in Sudan.  Syria and Sudan
are identified by the State Department as  state sponsors of terrorism, and are
subject to U.S. economic sanctions and export controls. We note that your Form
10-K does not include disclosure regardi ng contacts with Syria or Sudan. Please
describe to us the nature and extent of your past, current, and anticipated contacts
with the referenced countries, if a ny, whether through subs idiaries, resellers,

J. Kimo Esplin
Huntsman Corporation
May 25, 2010 Page 2
distributors or other direct  or indirect arrangemen ts.  Your response should
describe any services or products you ha ve provided to those countries and any
agreements, commercial arrangements, or  other contacts you have had with the
governments of those countri es or entities controlled  by those governments.
2. We note January and February 2010 news articles stating that you and your
subsidiaries were ceasing operations in Iran.  We note that your Form 10-K does not provide disclosure regarding activities in Iran. Please update us on the status of your cessation of business in Iran and describe the nature and extent of your
direct and indirect contacts with Iran.  Your response should describe any services
or products you have provided to Ira n and any agreements, commercial
arrangements, or other c ontacts you have had with the Iranian government or
entities controlled by that government.
3. Please discuss the materiality of any contacts with Iran, Syria and Sudan
described in response to our prior comment s and whether those contacts constitute
a material investment risk for your security holders.  You should address
materiality in quantitative terms, incl uding the approximate dollar amounts of any
associated revenues, assets, and liabilities for the last three fi scal years.  Also,
address materiality in terms of qualitative factors that a reasonable investor would
deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s re putation and share value.  As you may
be aware, various state and municipa l governments, universities, and other
investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.-designated state sponsors of
terrorism.  Your materiality analysis s hould address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have operations associated with  Iran, Syria or Sudan.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

J. Kimo Esplin
Huntsman Corporation May 25, 2010 Page 3
 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
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United 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 filings or in response to our comments on your filings.
  Please understand that we may have addi tional comments after we review your
response to our comments.  Please contact Jennifer Hardy, Special Counsel, at (202) 551-
3767 if you have any questions about the commen ts or our review.  You may also contact
me at (202) 551-3470.           S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk      cc:  Pamela Long   Assistant Director  Division of Cor poration Finance