SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

       August 12, 2010
via U.S. mail and facsimile to (801) 584-5788

Mr. J. Kimo Esplin, Ch ief 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
Definitive Proxy Statement on Schedule 14A filed March 26, 2010
Form 10-Q for the period ended March 31, 2010
  File No. 1-32427

Dear Mr. Esplin:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your disclosures in future filings in response to these comments. If you disagree, we will c onsider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not 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 on 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 the year ended December 31, 2009

 2009 Annual Report on Form 10-K, page ii

1. We note the phrase “within the meaning of the federal securities laws” in the first
paragraph here and in the first paragra ph on page 69 of the March 31, 2010 10-Q.
In future filings, revise the disclosure to  make clear that the safe harbor provision
in the Private Securities Litigation Reform Act of 1995 is inapplicable to a
forward looking statement relating to the operations of Huntsman International LLC because it is a limited liability company.  See
 Section 21E(b)(2)(E) of the

Mr. J. Kimo Esplin
Huntsman Corporation
August 12, 2010 Page 2
Exchange Act.
2. We note the disclaimer “but there can be  no assurance as to the accuracy and
completeness of such information” in the fourth paragraph.  Since you may not
disclaim responsibility for information that you have included in the Form 10-K, please delete the disclaimer in future filings.
 Risk Factors, page 35

3. We note your disclosure on page 14 that bi sphenol A is a principal raw material
purchased in the Advanced Materials segm ent.  Please tell us your consideration
for adding a risk factor to discuss the potential health consequences of using this
chemical in your products and to addre ss the attendant operational and financial
impacts that may reasonably be expected as a result of such use, and/or as a result
of finding alternatives to bisphenol A, including any material  claims that may
arise from your customers or end-users.

4. We note the risk factor on page 36 that financial difficulties and related problems at your customers, vendors, suppliers a nd other business partners could have a
material adverse effect on your business.   Please tell us your consideration for
addressing herein the fact that Chemtu ra Corporation, with whom you own the
Rubicon LLC joint venture, remains a debtor-in-possession, since filing for Chapter 11 bankruptcy in March 2009.
 Management’s Discussion and Analysis, page 62

 Results of Operations, page 64

5. We note your disclosure on pages 67-68 th at cash provided by operating activities
is the liquidity measure calculated and presented in accordance with GAAP that is most directly comparable to EBITDA, as well as the reconciliation between the two measures.  This disclosure and rec onciliation, however, is not included in
your press releases.  Please ensure all future  press releases contai n this disclosure.
Refer to the Instructions to Item 2.02 of Form 8-K and Question 105.06 of the
Non-GAAP C&DI.

6. Your press releases and slide presentati ons appear to place much greater emphasis
on other non-GAAP measures such as Adjusted EBITDA, Adjusted EBITDA
from discontinued operations, Adjusted net income and Adjusted  net income from
discontinued operations.  However, you discuss only the singular non-GAAP
measure of EBITDA in the Form 10-K.  In some cases, the measures included
only in your press releases provide a very  different indication of performance and
trends than EBITDA.  Please tell us how you considered the need to include these
measures in your Forms 10-Q and 10-K, along with appropriate disclosure, in

Mr. J. Kimo Esplin
Huntsman Corporation
August 12, 2010 Page 3
order to convey a consistent discussion of your results, liquidity and financial condition.
 Definitive Proxy Statement on Schedule 14A filed March 26, 2010

 Grants of Plan-Based Awards in Fiscal 2009

7. Please confirm that the amount reported in the “Grant Date Fair Value of Stock
and Option Awards” column represents the fu ll grant date fair value of the equity
awards granted in 2009 and explain why th e amounts reported in  this column do
not correspond with the total amount re ported in the stock and option awards
columns of the summary compensation table.
 Form 10-Q for the period ended March 31, 2010

 Management’s Discussion and Analysis, page 69

 Results of Operations, page 71

8. You state on page 56 you released a va luation allowance of $14 million on your
Australia net deferred tax assets, prim arily as a result of discontinuing the
operations of the styrenics business.  Please confirm for us and disclose in future filings that, if true, the release was due to the write off the deferred tax assets related to the styrenics business.  It is  also not clear why this impact was not
included on page 77 when discussing the change in your income tax expense for
the quarter.  Please advise.

Liquidity and Capital Resources, page 81

9. We note your statement on pages 82 a nd 84 that on April 26, 2010 you prepaid
$124 million of Term Loan B and $40 milli on of Term Loan C with proceeds
from “excess cash flow.”  We note this phrase has been changed to “cash flow
from operations” on page 93 of the June 30, 2010 Form 10-Q.  These debts are
obligations of Huntsman In ternational, whose cash fl ows from operations have
decreased successively, from $420 milli on at December 31, 2009, to ($376)
million at March 31, 2010, to ($413) million at June 30, 2010.   As applicable in future filings, please clarify these prepayments are not from excess cash flow from operations during the period but resu lt in a decrease in  your cash balance.
 Exhibit 10.1

10. It appears that most exhibits and schedules to the credit agreement filed as exhibit A were not filed.  With your next Excha nge Act report, please refile exhibit 10.1
in its entirety, including a ll exhibits and schedules to the credit agreement filed as

Mr. J. Kimo Esplin
Huntsman Corporation
August 12, 2010 Page 4
exhibit A.
 Exhibits 31.1 and 31.2

11. We note that the introductory portion of paragraph 4 of the Section 302
certifications omits the internal contro l over financial repor ting language:  “and
internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f).”  Please file an amen dment to the Form 10-Q that contains
corrected certifications.  We will not object to an abbreviated amendment that that
consists of the cover page, an expl anatory note, the signature page, and
paragraphs 1, 2, 4, and 5 of the Section 302 certifications.

*    *    *    *

Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.  Please provide us with a supplemental res ponse that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may
raise additional comments afte r we review your responses.
 To expedite our review, you may wish to provide complete packages to each of
the persons named below.  Each package s hould include a copy of your response letter
and any supplemental information.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provide a written 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 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.

Mr. J. Kimo Esplin
Huntsman Corporation August 12, 2010 Page 5
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 contact Jenn Do at  (202) 551-3743 or me at  (202) 551-3355 if you have
questions regarding the financial statements a nd related matteres.  Please contact Edward
M. Kelly, Senior Counsel, at (202) 551-3728 or, in his absence, Jay E. Ingram, Legal
Branch Chief, at (202) 551- 3397, with any other questions.

Sincerely,

Terence O’Brien Branch Chief