SecProbe.io

CORRESP
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  NATHAN W. JONES

  Direct
  (801) 578-6943

  nwjones@stoel.com

June 14, 2007

SENT VIA EDGAR
TRANSMISSION, FACSIMILE AND EXPRESS COURIER

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

  Attn:

  Terence O’Brien, Branch Chief

  Melissa N. Rocha, CPA

  Re:

  Huntsman Corporation

  Form 10-K for the fiscal year ended December 31,
  2006

  File No. 001-32427

Ladies and Gentlemen:

On behalf of
Huntsman Corporation, we are submitting this correspondence in response to the
comment provided in your letter dated June 5, 2007 with respect to the company’s
Annual Report on Form 10-K referenced above. For your convenience, we have
repeated your comment below, followed by the company’s response.

Form 10-Q for the quarter ended March
31, 2007

Item 4. Controls and Procedures,
page 60

1.                                      We
note that at March 31, 2007, your management determined your disclosure
controls and procedures are effective and further noted the changes you made to
your internal control over financial reporting as a result of the material
weakness noted at December 31, 2006. Please expand your disclosure to disclose
whether the company believes the material weakness still exists at March 31,
2007, and to

explain how management has determined that
disclosure controls and procedures are now effective given the material
weakness noted at December 31, 2006.

Response:

The disclosure in Item 4.
Controls and Procedures of the company’s Form 10-Q for the quarter ended March
31, 2007 (the “Item 4 disclosure”) acknowledges the company’s previously
existing material weakness. The Item 4 disclosure states clearly the conclusion
of the chief executive officer and the chief financial officer that the company’s
controls and procedures were effective as of March 31, 2007. The company
believes that the statement that its controls and procedures are effective necessarily
means that there is not a continuing material weakness. Moreover, the Item 4
disclosure provides a summary of the steps the company took to remediate the
prior material weakness. This additional disclosure clearly indicates that the
company had fully implemented these remediation actions by March 31, 2007. As a
result, the company believes that the Item 4 disclosure makes it clear that it
did not have a material weakness as of March 31, 2007.

The company further
believes that its disclosure of the remediation actions provides a sufficient
explanation as to how, given the prior material weakness, management determined
that the company’s disclosure controls and procedures were effective as of
March 31, 2007. Accordingly, the company believes that the Item 4 disclosure is
sufficient and is not misleading.

Notwithstanding the
foregoing, as discussed with you, the company will include disclosure in its Form 10-Q
for the quarter ended June 30, 2007 that expressly states that it does not
have a continuing material weakness.

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If you have any questions
regarding the foregoing responses, or if you believe additional information
would be useful in completing your review, please contact the undersigned at
(801) 578-6943.

Very truly yours,

STOEL RIVES LLP

Nathan W. Jones

  cc:

  J. Kimo Esplin

  Samuel D. Scruggs

  Randy W. Wright

  Sean H. Pettey

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