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CORRESP
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June 9, 2010

Via
Facsimile, Express Courier and EDGAR

Ms. Cecilia
Blye

Office
of Global Security Risk Chief

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C.  20549-7010

Room 7010

Attn:                    Cecilia Blye, Chief Office
of Global Security Risk

Jennifer
Hardy, Special Counsel

Re:                               Response to
Comment Letter dated May 25, 2010

Huntsman
Corporation

File
No. 001-32427

Form 10-K
for the Year Ended December 31, 2009

Dear
Ms. Blye:

On
behalf of Huntsman Corporation (the “Company”), we are submitting this
correspondence in response to the comments provided in the Staff’s letter dated
May 25, 2010 with respect to the Company’s Annual Report on Form 10-K
referenced above. For your convenience, we have repeated each of the Staff’s
comments below in the order and following the numbering presented in the Staff’s
letter of May 25, 2010, followed by the Company’s response.

General

1.                                      We note
from your website that you conduct business in Syria, have an agent located in
Syria and sales representatives 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

Ms.
Cecilia Blye

United
States Securities and Exchange Commission

June
9, 2010

Page
2 of 5

U.S. economic sanctions and export controls. We note that your Form 10-K
does not include disclosure regarding 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 any, whether through subsidiaries,
resellers, distributors or other direct or indirect arrangements. Your response
should describe any services or products you have provided to those countries
and any agreements, commercial arrangements, or other contacts you have had
with the governments of those countries or entities controlled by those
governments.

Company Response:

The Company and its
subsidiaries do not have employees or physical operations in either Syria or
Sudan. Certain of the Company’s non-U.S. subsidiaries had an immaterial amount
of sales into Syria and Sudan in 2007, 2008 and 2009. The products sold
consisted of MDI or polyurethane systems, surfactants and amines, epoxy resins
and adhesives, dyes and textiles chemicals, and titanium dioxide. None of those
were “dual-use products” as defined in BIS Export Administration Regulations. The
tables below set forth information on sales in each country and show that
annual sales in the last three years into each country were less than one-tenth
of one percent of the Company’s total sales.

Syria

(in millions)

  Year

  Sales
  into

  Syria

  % of
  Company’s

  Total Sales

  2007

  $

  4.8

  0.05

  %

  2008

  $

  5.4

  0.05

  %

  2009

  $

  4.5

  0.05

  %

Sudan

(in millions)

  Year

  Sales
  into

  Sudan

  % of
  Company’s

  Total Sales

  2007

  $

  2.0

  0.02

  %

  2008

  $

  1.0

  0.01

  %

  2009

  $

  0.7

  0.01

  %

To the Company’s knowledge,
the sales reflected in the tables above were made in compliance with U.S. laws
and none of the products sold were manufactured in the U.S. None of those sales
were to the governments of Syria or Sudan or to the knowledge of the Company to
entities controlled by those governments. During the time those sales were made
to the present, neither the Company nor its subsidiaries have had any
agreements or commercial arrangements or, to the knowledge of the Company,
contacts with the governments of Syria or Sudan or, to the knowledge of the
Company, any entities controlled by either of those governments. In addition,
neither the Company nor its subsidiaries have any interest in any Syrian or
Sudanese company. No significant changes in these activities are anticipated in
the near future.

Ms. Cecilia Blye

United States Securities and Exchange Commission

June 9, 2010

Page 3 of 5

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 Iran and any agreements,
commercial arrangements, or other contacts you have had with the Iranian
government or entities controlled by that government.

Company Response:

As reported in the news
articles referenced in the Staff’s letter, earlier this year the Company
decided to cause its non-U.S. subsidiaries to cease sales of products into
Iran. Although immaterial both quantitatively and qualitatively, the Company
determined that sales into Iran are inconsistent with the Company’s values. Beginning
in late January 2010, the Company caused its non-U.S. subsidiaries that
had sales into Iran to cease entering into new agreements or arrangements to
sell products into that country and begin working to terminate or cause to
expire all agreements pursuant to which the Company’s non-U.S. subsidiaries sold
products into Iran, including agency and distribution agreements. The majority
of those agreements were terminated by the end of April of this year. The
Company continues to work with its non-U.S. subsidiaries to terminate the remaining
agreements and expects that substantially all of those agreements will be
terminated by the end of July of this year. A few contracts, however, will
likely not terminate until early next year due to their terms or the possible
consequences of earlier termination.

We believe that sales of our product to certain
customers in other countries within the region have in the past been re-sold
into Iran by those customers. Since January 2010, the Company will not sell
to customers whom the Company knows will resell into Iran. Where the
Company sells to customers whom it has reason to believe will re-sell its products
into Iran, those customers are reminded of the Company’s policy not to sell
products into Iran and are required to complete a destination declaration or
the Company will not sell to the customer.

Certain of the Company’s
non-U.S. subsidiaries had an immaterial amount of sales into Iran in 2007, 2008
and 2009. The table below sets forth information on sales into Iran and shows
that annual sales into Iran were less than three tenths of one percent of the
Company’s total sales. The products sold consisted of MDI or polyurethane
systems, surfactants and amines, and epoxy resins and adhesives. None of those
were “dual-use products” as defined in BIS Export Administration Regulations.

Ms. Cecilia Blye

United States Securities and Exchange Commission

June 9, 2010

Page 4 of 5

Iran

(in millions)

  Year

  Sales
  into Iran

  % of
  Company’s

  Total Sales

  2007

  $

  28.7

  0.3

  %

  2008

  $

  17.2

  0.17

  %

  2009

  $

  20.6

  0.27

  %

To the Company’s knowledge,
the sales reflected in the table were made in compliance with U.S. laws and
none of the products sold were manufactured in the U.S. None of those sales
were to the Iranian government or, to the knowledge of the Company, to entities
controlled by the government of Iran. During the time those sales were made to
the present, neither the Company nor its subsidiaries have had any agreements or
commercial arrangements or, to the knowledge of the Company, contacts with the
government of Iran or, to the knowledge of the Company, to entities controlled
by the government of Iran. In addition, neither the Company nor its
subsidiaries have any interest in any Iranian company.

We have an approximately four
percent interest in a joint venture in which the Zamil Group also has an
interest. This joint venture manufactures butanediol, but we do not own or
control any of the product produced by this joint venture. We also have a 50
percent interest with the Zamil group in a joint venture that began
manufacturing ethyleneamines in June 2010. We control sales of product
from this joint venture, which are subject to the prohibitions related to sales
into Iran described above. The Zamil Group engages in many other business
activities in which we have no interest and with which we are not familiar.

3.                                      Please
discuss the materiality of any contacts with Iran, Syria and Sudan described in
response to our prior comments 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
revenues, assets, and liabilities for the last three fiscal 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 reputation and share value. As
you may be aware, various state and municipal 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 should address the potential
impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Iran, Syria and Sudan.

Company Response:

The
Company’s sales into Syria, Sudan and Iran are not material, individually or in
the aggregate to the Company nor do they create a material risk to our security
holders.

Ms. Cecilia Blye

United States Securities and Exchange Commission

June 9, 2010

Page 5 of 5

As described in our responses to questions 1 and 2 above, the aggregate
sales into Syria, Sudan and Iran during each of the last three years represent
less than one-third of one percent of the Company’s total sales in each such
year. Therefore the Company believes such sales are quantitatively immaterial.
Moreover, the Company has no assets in any of those countries and neither the
Company nor any of its subsidiaries have any interest in any Syrian, or
Sudanese or Iranian company.

From a qualitative perspective, we also believe the sales into Syria,
Sudan and Iran to be immaterial. The Company’s investor relations department
has not received any inquiries or questions during 2009 or 2010 from investors
or analysts regarding sales into Syria, Sudan or Iran. The Company is not aware
of any investors ceasing to be an investor in the Company as a result of these
sales activities or of any boycott of the Company. During the two weeks
following our announcement that we would cease selling products into Iran, the
Company’s stock traded in-line with Dow Chemical and an index of chemical
companies, indicating that the announcement had no material effect on the
Company’s stock price. State and municipal governments, universities, and other
investors who have described themselves as “socially responsible investors” own
less than two and one-half percent of the Company’s outstanding common stock.

The
Company acknowledges that: (1) it is responsible for the adequacy and
accuracy of disclosure in its filings; (2) Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to a filing; and (3) it 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) 584-5828.

  Very
  truly yours,

  /s/
  JAMES R. MOORE

  James
  R. Moore

  Executive
  Vice President, General Counsel and Secretary

  cc:

  Jennifer Hardy, Special
  Counsel, U.S. Securities and Exchange Commission

  J. Kimo Esplin, Executive
  Vice President and CFO, Huntsman Corporation