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[HUNTSMAN CORPORATION LETTERHEAD]

June 1, 2009

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:

  Jay
  E. Ingram, Legal Branch Chief

  Era Anagnosti, Attorney

  Re:

  Huntsman Corporation

  Form 10-K/A for Fiscal Year Ended December 31,
  2008

  Filed on April 30, 2009

  File No. 001-32427

Ladies
and Gentlemen:

We
are submitting this correspondence in response to the comments provided in your
letter dated May 8, 2009 with respect to Amendment No. 1 to the
Annual Report on Form 10-K of Huntsman Corporation (the “Company”)
referenced above (the “Form 10-K/A”).
For your convenience, we have repeated your comments below, followed by
the Company’s responses.

Executive
Compensation, page 4

Elements
of Compensation, page 9

Annual
Incentive Awards, page 10

1.                                      We note
that the compensation committee has selected the adjusted
EBITDA as the fundamental component among the various financial
metrics used to determine and evaluate the annual incentive compensation.  Please note that while you disclose that the
EBITDA gets adjusted on the same basis and factors as the adjusted EBITDA
reported in your “fiscal-year-end earnings release”, in accordance with
Instruction 5 of Item 402(b) of Regulation S-K, your disclosure needs to
identify how this measure was calculated from your audited financial
statements.  Please advise.

Response:

Adjusted
EBITDA was calculated by eliminating the following from net income:  interest, income taxes, depreciation and
amortization, gains and losses from discontinued operations; restructuring,
impairment and plant closing  costs;
merger associated income and expense; losses on the sale of accounts receivable
to our securitization program; unallocated foreign currency loss; certain legal
and contract settlements; losses from early extinguishment of debt;
extraordinary loss on the acquisition of a business; loss on dispositions of
assets and certain insurance recoveries.

The
Company agrees that it will provide this additional information in future
filings.  The Company notes that it will
file a proxy statement later this year in connection with its 2009 annual
meeting of stockholders, and will include this information in the proxy
statement.

Long
Term Compensation, Page 11

2.             We note minimal, if any, analysis
as to how the ultimate level of annual equity awards were determined.  For each named executive officer state the
factors that were considered in deriving the awards reported in the table on page 12
and provide substantive analysis and insight into why the Compensation
Committee determined that the levels of compensation were appropriate in light
of the factors considered.

Response:

The
Stock Incentive Plan permits the granting of a variety of stock and stock-based
awards. The awards are granted during the first quarter of each year.  Pursuant to this schedule, grants of
equity-based awards for 2008 were made during the first quarter.

Grants
were targeted at levels intended to represent an estimated potential financial
value that, when combined with base salary and annual incentive compensation,
would be near the median value for total direct compensation (base salary plus
annual incentive compensation plus long-term compensation) paid to comparable
executive positions at companies in our peer group and other chemical and
general industrial companies as represented in nationally-recognized executive
compensation surveys. The survey information is contained in a report prepared for
the Compensation Committee by its compensation consultant that includes a
detailed analysis of actual compensation and trends based on competitive market
data gathered from peer proxy statements and published and private survey

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sources.  This same report is used by the Compensation
Committee for setting total annual compensation, as described in the Form 10-K/A
under “Compensation Discussion and Analysis—Annual Review of Executive
Compensation.”

The
Compensation Committee also considered benchmarking information in the form of
a breakdown by percentiles of awards granted to similarly situated executives
at comparative companies, which is contained in the report prepared by the
Compensation Committee’s consultant.  The
Compensation Committee considered this information to provide a reference point
as to how our named executive officers’ award levels compare to the comparative
companies.

In
addition, the Compensation Committee considered the value of the equity award
made to each named executive officer in 2007.
The Compensation Committee in prior years has approved grant levels that
approximate the prior year’s grant, taking into account the expansion of duties
and job responsibilities.  However, our
merger agreement with Hexion Specialty Chemicals, Inc., which was in
effect at the time the grants were made, limited the number of shares that
could be granted under our Stock Incentive Plan to an aggregate of 600,000
shares, including shares granted to plan participants other than our named
executive officers.  Because of this
limitation, the Compensation Committee first determined the target value of the
awards for each named executive officer by coming as close as possible to both
the prior year value of the equity award and the median market levels when
combined with base salary and annual bonus, and then converted this value into
a number of restricted shares.  The
Compensation Committee then proportionately reduced the number of shares
awarded to each named executive officer to remain within the share limitation
restriction of the merger agreement.  The value of the 2008 equity
awards issued to the each of our named executive officers was approximately 80%
of the value of the equity award granted to each in 2007.

The
merger agreement also precluded our Company from issuing stock options.  Historically, the Compensation Committee has
delivered 50% of the award value in stock options and 50% in restricted stock.  As a result of the restrictions in the merger
agreement, our named executive officers received only grants of restricted
stock and no stock option grants for 2008.

The
Company agrees that it will provide this additional information in future
filings.  As previously noted, the
Company will file a proxy statement later this year in connection with its 2009
annual meeting of stockholders, and will include this information in the proxy
statement.

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As
requested in your letter, the Company acknowledges as follows:

·                  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 States.

If
you have any questions regarding this matter, please contact the undersigned at
(801) 584-5776.

  Very
  truly yours,

  /s/
  SEAN H. PETTEY

  Sean
  H. Pettey

  Corporate
  Counsel

  cc:

  J.
  Kimo Esplin

  Samuel
  D. Scruggs

  L.
  Russell Healy

  Wade
  Rogers

  Randy
  W. Wright

  Troy
  M. Keller

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