SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

September 16 , 2013

Via E-mail
David Stryker
Executive Vice President, General Counsel and Secretary
Huntsman Corporation
500 Huntsman Way
Salt Lake City, UT 84108

 Re: Huntsman  Corporation
  Form 10-K for the Fiscal Year Ended December 31, 201 2
  Filed February 12 , 2013
  File No. 1-32427

Dear Mr. Stryker :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors 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 information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts a nd circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General
1. We note that your website lists contact information for Syria and Sudan for therm oplastic
polyurethanes.  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.  Your Form
10-K does not include disclosure regarding contacts with  Syria or Sud an.  Please tell us
about contacts since your letter to us dated June 9, 2010.  Describe the nature and extent
of your past, current, and anticipated contacts with Syria and Sudan since the prior letter,
whether through subsidiaries, resellers, distributor s, joint ventures, or other direct or
indirect arrangements.  In this regard, we note recent news reports indicating that joint
venture partner Zamil Group conducts business in Syria.  Your response should describe
any services or products you have provide d to those countries, and any agreements,
commercial arrangements, or other contacts you have had with the governments of those

David Stryker
Huntsman Corporation
September 16 , 2013
Page 2

 countries or entities controlled by those governments.
2. Please discuss the materiality of any contacts with Syria and Sudan described in response
to the foregoing comment, and whether those contacts constitute a material investment
risk for your security holders.  You should address materiality in quantitative terms,
including the approximate dollar amounts of any associated re venues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the po tential impact of corporate
activities upon a company’s reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies tha t do business with U.S. -
designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Syria and Suda n.
3. We note disclosure regarding your joint venture with Sinopec Jinling Company.  Its
parent, Sinopec Corp., discloses in its 2012 20 -F that it has contacts with Syria and
Sudan. In addition, according to its 2012 Form 20 -F and recent news articles, its pa rent,
Sinopec Group, conducts extensive oil and gas activities in Syria, Sudan, Iran and Cuba,
countries that also are U.S. -designated state sponsors of terrorism.  News articles report
that Sinopec Corp. has been subject to negative publicity and divestme nt initiatives
because of Sinopec Group’s contacts with state sponsors of terrorism.  Please discuss the
potential for reputational harm from your joint venture with a Sinopec subsidiary.
4. Please tell us whether any products, chemicals or components you hav e sold, exported or
provided to Syria and Sudan are dual use.  We note a 2011 news article discussing your
prior sale of polyurethane to Iran which reports that polyurethane can be used as fuel for
missiles .

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 Exchange Act rules require.  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.

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

David Stryker
Huntsman Corporation
September 16 , 2013
Page 3

  the company may not as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Amanda Rav itz
  Assistant Director
 Division of Corporation Finance

  Sean Pettey, Corporate Counsel
  Huntsman Corporation