SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 22, 2025

Philip Lister
Executive Vice President, Chief Financial Officer and Manager
Huntsman Corporation
10003 Woodloch Forest Drive
The Woodlands, Texas 77380

 Re: Huntsman Corporation
 Huntsman International LLC
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 18, 2024
 File No. 001-32427
 File No. 333-85141
Dear Philip Lister:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 15, 2025

 Philip M. Lister

 Executive Vice President, Chief Financial
 Officer
 and Manager

 Via EDGAR Transmission

 Office of Industrial Applications and Services

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attn: Julie Sherman and Kristin Lochhead

 Re: Huntsman Corporation

 Form 10-K for the Fiscal Year
Ended December 31, 2024

 Filed February 18, 2025

 File No. 001-32427

 Huntsman International LLC

 Form 10-K for the Fiscal Year
Ended December 31, 2024

 Filed February 18, 2025

 File No. 333-85141

 Dear Ms. Sherman and Ms. Lochhead:

 On behalf of Huntsman Corporation and Huntsman
International LLC (collectively, the "Companies"), this letter is submitted in response to the letter, dated May 2, 2025,
containing the comments of the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission
with respect to the Companies' periodic filings referenced above. For your convenience, we have repeated the Staff's comments
below in the order and following the numbering presented in the Staff's letter of May 2, 2025, followed by the Companies'
responses.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations

 Segment Analysis, page 31

 1. We note your discussion on page 31 includes total reportable segments' adjusted EBITDA, which appears to create a non-GAAP
financial measure that should be reconciled to the most directly comparable GAAP measure. However, once reconciled it would appear such
non-GAAP measure may include adjustments that are inconsistent with the applicable non-GAAP guidance. In this regard, adjusting for "Corporate
and other" expenses appears to present non-GAAP measures that may exclude certain normal, recurring, cash operating expenses. Therefore,
please revise to remove "total reportable segments' adjusted EBITDA" from your MD&A in your periodic filings and your Form 8-K
earnings releases. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Questions 100.01 and 104.04 of the Non-GAAP Compliance &
Disclosure Interpretations.

 Companies' Response:

 We respectfully acknowledge the Staff's comment
and confirm that we will revise our presentation of segment adjusted EBITDA to remove the subtotal "total reportable segments'
adjusted EBITDA" and the line item "Corporate and other", as reflected below, from our MD&A in future filings beginning
with our Form 10-Q for the period ending June 30, 2025 as well as our future Form 8-K earnings releases.

 Segment Analysis

 Percent

 favorable

 Year ended December 31,
 (unfavorable)

 (Dollars in millions)
 2024
 2023
 change

 Huntsman Corporation

 Segment adjusted EBITDA (1)

 Polyurethanes
 $ 245
 $ 248
 (1 )%

 Performance Products
 153
 201
 (24 )%

 Advanced Materials
 179
 186
 (4 )%

 Huntsman International

 Segment adjusted EBITDA (1)

 Polyurethanes
 $ 245
 $ 248
 (1 )%

 Performance Products
 153
 201
 (24 )%

 Advanced Materials
 179
 186
 (4 )%

 (1)
 For more information regarding reconciliations of segment adjusted EBITDA of our reportable operating segments to (loss) income from continuing operations before income taxes of Huntsman Corporation or Huntsman International, as appropriate, see "Note 26. Operating Segment Information" to our consolidated financial statements.

 2. We see that you present and discuss "Adjusted EBITDA from Corporate" for Huntsman Corporation and Huntsman International.
Since "Corporate" does not appear to be an operating segment under ASC 280, the presentation of adjusted EBITDA from Corporate
appears to be a non-GAAP measure that has not been reconciled to its most directly comparable GAAP measure. Please remove from future
filings or revise to provide all of the disclosures required by Item 10(e)(1)(i) of Regulation S-K.

 Companies' Response:

 We respectfully acknowledge the Staff's comment
and confirm that we will exclude the presentation and discussion of adjusted EBITDA from "Corporate and other" from our MD&A
in future filings beginning with our Form 10-Q for the period ending June 30, 2025.

 Consolidated Financial Statements

 Note 26. Operating Segment Information, page F-49

 3. Revise future filings to provide more substantive disclosure of how the chief operating decision maker uses the reported measure
of segment profit or loss in assessing segment performance and deciding how to allocate resources in accordance with ASC 280-10-50-29(f).
As a related matter, tell us what you mean by the statement in footnote (5) on page F-53 that you "believe that segment
adjusted EBITDA more accurately reflects what our CODM, who has been determined to be our Chief Executive Officer, uses to make decisions
about resources to be allocated to the segments and assess their financial performance."

 2

 Companies'
Response :

 We respectfully acknowledge the Staff's comment
and confirm that we will include in our future filings, beginning with our Form 10-Q for the period ending June 30, 2025, further
disclosure explaining how our CODM evaluates segment adjusted EBITDA, our reported measure of profit or loss, which includes evaluation
through the annual budget process as well as through ongoing periodic reviews of forecasts, budget-to-actual variances, changes from prior
periods and when comparing the results of each reportable operating segment with one another. We will also revise the statement in footnote
(5) on page F-53 to state that: "Segment adjusted EBITDA is the measure that our CODM, who has been determined to be our
Chief Executive Officer, uses to make decisions about resources to be allocated to the segments and assess their financial performance."

 4. Reference footnote (3) and (4) for adjusted fixed costs and other segment items which refer to footnote (5) and
indicate that the line items exclude "certain" of those adjustments. In future filings, please revise to disclose the specific
adjustments that are excluded from significant segment expenses and other segment items.

 Companies'
Response :

 We respectfully acknowledge the Staff's comment
and confirm that, as reflected below, we will include in our future filings in footnotes (3) and (4) of the table appearing
on page F-53, beginning with our Form 10-Q for the period ending June 30, 2025, further disclosure of the specific adjustments,
applicable for the periods presented, that were excluded from adjusted fixed costs and other segment items, which include business acquisition
and integration expenses and purchase accounting inventory adjustments, net; certain legal and other settlements and related expenses;
amortization of pension and postretirement actuarial losses; and restructuring, impairment and plant closing and transition costs.

 (3)
 Adjusted fixed costs primarily include personnel and maintenance costs at our manufacturing facilities, selling, general and administrative expenses and research and development expenses, less depreciation and amortization and an adjustment to remove the related effects of restructuring, impairment and plant closing and transition costs.

 (4)
 Other segment items include other operating and non-operating income and expense items and foreign currency exchange effects, less adjustments to remove the related effects of primarily the following items: business acquisition and integration expenses and purchase accounting inventory adjustments, net; certain legal and other settlements and related expenses; amortization of pension and postretirement actuarial losses; and restructuring, impairment and plant closing and transition costs.

 If you have any questions regarding these matters,
please feel free to contact me.

 [Remainder of Page Intentionally Left Blank]

 3

 Very truly yours,

 /s/ Philip M. Lister

 Philip M. Lister

 Executive Vice President, Chief Financial
 Officer and Manager

 cc: David M. Stryker, Executive Vice President, General Counsel, Secretary and Manager
 Steven C. Jorgensen, Vice President and Controller

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 2, 2025

Philip Lister
Executive Vice President, Chief Financial Officer and Manager
Huntsman Corporation
10003 Woodloch Forest Drive
The Woodlands, Texas 77380

 Re: Huntsman Corporation
 Huntsman International LLC
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 18, 2024
 File No. 001-32427
 File No. 333-85141
Dear Philip Lister:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Segment Analysis, page 31

1. We note your discussion on page 31 includes total reportable segments
adjusted
 EBITDA, which appears to create a non-GAAP financial measure that should
be
 reconciled to the most directly comparable GAAP measure. However, once
reconciled
 it would appear such non-GAAP measure may include adjustments that are
 inconsistent with the applicable non-GAAP guidance. In this regard,
adjusting for
 Corporate and other expenses appears to present non-GAAP measures
that may
 exclude certain normal, recurring, cash operating expenses. Therefore,
please revise to
 remove "total reportable segments' adjusted EBITDA" from your MD&A in
your
 periodic filings and your Form 8-K earnings releases. Refer to Item
10(e)(1)(i)(B) of
 May 2, 2025
Page 2

 Regulation S-K and Questions 100.01 and 104.04 of the Non-GAAP
Compliance
 & Disclosure Interpretations.
2. We see that you present and discuss "Adjusted EBITDA from Corporate" for
 Huntsman Corporation and Huntsman International. Since "Corporate" does
not
 appear to be an operating segment under ASC 280, the presentation of
adjusted
 EBITDA from Corporate appears to be a non-GAAP measure that has not been
 reconciled to its most directly comparable GAAP measure. Please remove
from future
 filings or revise to provide all of the disclosures required by Item
10(e)(1)(i) of
 Regulation S-K.
Consolidated Financial Statements
Note 26. Operating Segment Information, page F-49

3. Revise future filings to provide more substantive disclosure of how the
chief operating
 decision maker uses the reported measure of segment profit or loss in
assessing
 segment performance and deciding how to allocate resources in accordance
with ASC
 280-10-50-29(f). As a related matter, tell us what you mean by the
statement in
 footnote (5) on page F-53 that you "believe that segment adjusted EBITDA
more
 accurately reflects what our CODM, who has been determined to be our
Chief
 Executive Officer, uses to make decisions about resources to be
allocated to the
 segments and assess their financial performance."
4. Reference footnote (3) and (4) for adjusted fixed costs and other
segment items which
 refer to footnote (5) and indicate that the line items exclude "certain"
of those
 adjustments. In future filings, please revise to disclose the specific
adjustments that
 are excluded from significant segment expenses and other segment items.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Julie Sherman at 202-551-3640 or Kristin Lochhead at
202-551-3664
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 20, 2022
Phil Lister
Chief Financial Officer
Huntsman CORP
10003 Woodloch Forest Dr.
The Woodlands, TX 77380
Re:Huntsman Corporation
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 12, 2021
File No. 333-85141
Huntsman International LLC
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 12, 2021
File No. 001-32427
Dear Mr. Lister:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

January 7, 2022

    Philip M. Lister

    Executive Vice President and Chief

    Financial Officer

Via EDGAR Transmission

Office of Life Sciences

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Sasha Parikh and Kevin Vaughn

Re: Huntsman Corporation

  Form 10-K for the Fiscal Year Ended December 31, 2020

  Filed February 12, 2021

  File No. 001-32427

  Huntsman International LLC

  Form 10-K for the Fiscal Year Ended December 31, 2020

  Filed February 12, 2021

  File No. 333-85141

Ladies and Gentlemen:

On behalf of Huntsman Corporation and Huntsman
International LLC (collectively, the “Companies”), this letter is submitted in response to the letter, dated December 29,
2021, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission with respect to the Companies’ periodic filings referenced above. For your convenience, we have repeated the Staff’s
comments below in the order and following the numbering presented in the Staff’s letter of December 29, 2021, followed by
the Companies’ responses.

Huntsman Corporation Form 10-K for the Fiscal Year Ended
December 31, 2020

Item 7. Management’s Discussion and Analysis of financial
Condition and Results of Operations

Outlook, page 30

 1. Please address the following regarding your presentation of
                                            adjusted tax rate:

 · At
                                            the bottom of page 30, you present adjusted effective tax rate as 19% without presenting
                                            the actual effective rate or providing a reconciliation. Please revise accordingly to comply
                                            with Item 10(e).

 · You
                                            also disclose that your forecasted adjusted effective tax rate for 2021 is expected to be
                                            approximately 22% to 24%. We note your disclosure on page 35 that you are unable to
                                            provide accurate calculations or estimations of reconciling items. Tell us how you determined
                                            it was appropriate to present the forecasted adjusted effective tax rate without presenting
                                            the forecasted actual effective tax rate for the period in question. Further, tell us how
                                            you determined your presentation was appropriate if you are unable to provide accurate calculations
                                            or estimations of the reconciling items.

Companies’
Response:

We respectfully acknowledge the Staff’s
comment, and we will ensure that our future filings include the presentation of our effective tax rate when we present our adjusted effective
tax rate for historical periods.

We respectfully acknowledge the Staff’s
comment regarding the disclosure of our 2021 forecasted adjusted effective tax rate. Our forecasted adjusted effective tax rate is calculated
based on our forecasted effective tax rate and, as of the filing of our Form 10-K, the approximately 22% to 24% range of our forecasted
adjusted effective tax rate equaled the range of our forecasted effective tax rate. Our decision to disclose the forecasted adjusted
effective tax rate range of approximately 22% to 24% was based upon a recognition that we could not adequately forecast certain one-time
items and events that had not yet occurred as of the time of such disclosure that would impact our forecasted effective tax rate (“adjustments”),
such as:

 · business
                                            acquisition and integration expenses,

 · purchase
                                            accounting inventory adjustments,

 · merger
                                            costs,

 · certain
                                            legal and other settlements and related expenses,

 · gains
                                            on sale of businesses/assets, and

 · certain
                                            tax only items, including tax law changes not yet enacted

and, therefore, disclosing a forecasted effective tax rate could confuse
a reader, and lead such reader to understand that such items were contemplated for the upcoming year and that we had taken them into
account in a forecasted effective tax rate. This reinforces our belief that the forecasted adjusted effective tax rate is a meaningful
measure to improve comparability between periods through the exclusion of these items that management believes are not indicative of
the businesses’ operational profitability and may obscure underlying business results and trends.

In future filings, we will include an explanation
similar to the response above so that readers will more clearly understand that the disclosed forecasted adjusted effective tax rate,
in our view, represents the forecasted effective tax rate on our underlying business operations, but does not reflect any of the types
of adjustments that might occur in the upcoming year that could cause our effective tax rate to differ.

Notes to Consolidated Financial Statements

Note 27. Operating Segment Information, page F-61

 2. Your presentation of Total Segment Adjusted EBITDA does not
                                            comply with ASC 280-10-50-30(b) as the inclusion of ‘Corporate and other’
                                            does not represent the total of the reportable segments’ measure of profit or loss.
                                            As such, Total Segment Adjusted EBITDA would represent a non-GAAP measure which is specifically
                                            prohibited in your financial statement footnotes by Item 10(e)(1)(ii)(c) of Regulation
                                            S-K. Furthermore, the total of your reportable segments’ measure of profit or loss
                                            should be reconciled to consolidated net income/(loss) before income taxes. Accordingly,
                                            please revise your presentation of your reportable segments’ measure of profit or loss
                                            and the accompanying reconciliations as well as your discussion of Non-GAAP Financial Measures
                                            on page 34. This applies to your Form 10-Q for the quarter ended September 30,
                                            2021 and your press release furnished as exhibit 99.1 to your Form 8-K filed October 29,
                                            2021 as well.

Companies’
Response:

We respectfully acknowledge the Staff’s
comment regarding our presentation of Total Segment Adjusted EBITDA and the reconciliation of the total of our reportable segments’
measure of profit or loss to consolidated income before income taxes and discontinued operations. As requested and as reflected below,
we intend to revise our presentation of the total of our reportable segments’ measure of profit or loss and the accompanying reconciliations
in our Operating Segment Information footnote and will provide this revised footnote presentation in our Form 10-K filing for the
fiscal year ended December 31, 2021 along with this additional disclosure: “We have revised our prior years’ presentation
below to reconcile total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes in addition
to net income, and removed “corporate and other costs, net” from the total reportable segments’ adjusted EBITDA and
included such amounts in the reconciliation to income from continuing operations before income taxes.”

    2

    Year ended
    December 31,

    2020
    2019
    2018

    Huntsman Corporation:

    Segment
    adjusted EBITDA(1):

    Polyurethanes
    $ 472
    $ 548
    $ 809

    Performance Products
      164
      168
      197

    Advanced Materials
      130
      201
      225

    Textile Effects
      42
      84
      101

    Total reportable segments’ adjusted EBITDA
      808
      1,001
      1,332

Reconciliation
                                            of total reportable segments’ adjusted EBITDA to income from continuing operations
                                            before income taxes:

    Interest expense, net—continuing operations
      (86 )
      (111 )
      (115 )

    Depreciation and amortization—continuing operations
      (283 )
      (270 )
      (255 )

    Corporate
    and other costs, net(2)
      (161 )
      (155 )
      (171 )

    Net income attributable to noncontrolling interests
      32
      36
      81

    Other adjustments:

    Business acquisition
    and integration expenses and purchase accounting inventory adjustments
      (31 )
      (5 )
      (9 )

    Merger costs
      —
      —
      (2 )

    Fair value adjustments to Venator investment
    and related loss on disposal
      (88 )
      (18 )
      (62 )

    Loss on early
    extinguishment of debt
      —
      (23 )
      (3 )

    Certain legal and other settlements
    and related expenses
      (5 )
      (6 )
      (1 )

    Gain (loss) on sale of businesses/assets
      280
      (21 )
      —

    Income from transition services arrangements
      7
      —
      —

    Certain nonrecurring information technology
    project implementation costs
      (6 )
      (4 )
      —

    Amortization of pension and postretirement
    actuarial losses
      (76 )
      (66 )
      (67 )

    Plant incident remediation costs
      (2 )
      (8 )
      —

    Restructuring,
    impairment and plant closing and transition (costs) credits
      (52 )
      41
      6

    Income from continuing operations before income taxes
      337
      391
      734

    Income tax (expense) benefit—continuing operations
      (46 )
      38
      (45 )

    Income (loss) from discontinued operations,
    net of tax
      775
      169
      (39 )

    Net income
    $ 1,066
    $ 598
    $ 650

    3

    Year ended
    December 31,

    2020
    2019
    2018

    Huntsman International:

    Segment
    adjusted EBITDA(1):

    Polyurethanes
    $ 472
    $ 548
    $ 809

    Performance Products
      164
      168
      197

    Advanced Materials
      130
      201
      225

    Textile Effects
      42
      84
      101

    Total reportable segments’ adjusted
    EBITDA
      808
      1,001
      1,332

Reconciliation
                                            of total reportable segments’ adjusted EBITDA to income from continuing operations
                                            before income taxes:

    Interest expense, net—continuing operations
      (88 )
      (126 )
      (136 )

    Depreciation and amortization—continuing operations
      (283 )
      (270 )
      (252 )

    Corporate
    and other costs, net(2)
      (155 )
      (150 )
      (167 )

    Net income attributable to noncontrolling interests
      32
      36
      81

    Other adjustments:

    Business acquisition
    and integration expenses and purchase accounting inventory adjustments
      (31 )
      (5 )
      (9 )

    Merger costs
      —
      —
      (2 )

    Fair value adjustments to Venator investment
    and related loss on disposal
      (88 )
      (18 )
      (62 )

    Loss on early extinguishment of debt
      —
      (23 )
      (3 )

    Certain legal and other settlements
    and related expenses
      (5 )
      (6 )
      (1 )

    Gain (loss) on sale of businesses/assets
      280
      (21 )
      —

    Income from transition services arrangements
      7
      —
      —

    Certain nonrecurring information technology
    project implementation costs
      (6 )
      (4 )
      —

    Amortization of pension and postretirement
    actuarial losses
      (79 )
      (70 )
      (71 )

    Plant incident remediation costs
      (2 )
      (8 )
      —

    Restructuring,
    impairment and plant closing and transition (costs) credits
      (52 )
      41
      6

    Income from continuing operations before income
    taxes
      338
      377
      716

    Income tax (expense) benefit—continuing operations
      (46 )
      41
      (41 )

    Income (loss)
    from discontinued operations, net of tax
      775
      169
      (39 )

    Net income
    $ 1,067
    $ 587
    $ 636

    (1)
    We use segment
    adjusted EBITDA as the measure of each segment’s profit or loss. We believe that segment adjusted EBITDA more accurately reflects
    what the chief operating decision maker uses to make decisions about resources to be allocated to the segments and assess
    their financial performance. Segment adjusted EBITDA is defined as net income of Huntsman Corporation or Huntsman International,
    as appropriate, before interest, income tax, depreciation and amortization, net income attributable to noncontrolling interests and
    certain Corporate and other items, as well as eliminating the following adjustments: (a) business acquisition and integration
    expenses and purchase accounting inventory adjustments; (b) merger costs; (c) fair value adjustments to Venator investment
    and related loss on disposal; (d) loss on early extinguishment of debt; (e) certain legal and other settlements and related
    expenses; (f) gain (loss) on sale of businesses/assets; (g) income from transition services arrangements related to the
    sale of our Chemical Intermediates Businesses to Indorama; (h) certain nonrecurring information technology project implementation
    costs; (i) amortization of pension and postretirement actuarial losses; (j) plant incident remediation costs; (k) restructuring,
    impairment, plant closing and transition (costs) credits; and (l) income (loss) from discontinued operations, net of tax.

    (2)
    Corporate and
    other costs, net includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory valuation
    reserve adjustments, nonoperating income and expense and gains and losses on the disposition of corporate assets.

    4

We also intend to revise our presentation of the
total of our reportable segments’ adjusted EBITDA in our Segment Analysis within Management’s Discussion and Analysis of
Financial Condition and Results of Operations to conform to the changes made in Footnote 27, Operating Segment Information, and will
provide this revised presentation reflected below in our Form 10-K for the year ended December 31, 2021 and future Form 10-Q
filings as well as in our future earnings releases furnished as exhibits to our future Form 8-K filings.

    Percent

    Change

    Year ended
    December 31,
    Favorable

    (Dollars in millions)
    2020
    2019
    (Unfavorable)

    Huntsman Corporation

    Adjusted
    EBITDA(1)

    Polyurethanes
    $ 472
    $ 548
      (14 )%

    Performance Products
      164
      168
      (2 )%

    Advanced Materials
      130
      201
      (35 )%

    Textile Effects
      42
      84
      (50 )%

    Total reportable segments’ adjusted
    EBITDA
      808
      1,001
      (19 )%

    Corporate and other
      (161 )
      (155 )
      (4 )%

    Total adjusted EBITDA
    $ 647
    $ 846
      (24 )%

    Huntsman International

    Adjusted
    EBITDA(1)

    Polyurethanes
    $ 472
    $ 548
      (14 )%

    Performance Products
      164
      168
      (2 )%

    Advanced Materials
      130
      201
      (35 )%

    Textile Effects
      42
      84
      (50 )%

    Total reportable segments’ adjusted
    EBITDA
      808
      1,001
      (19 )%

    Corporate and other
      (155 )
      (150 )
      (3 )%

    Total adjusted EBITDA
    $ 653
    $ 851
      (23 )%

    NM—Not meaningfu

United States securities and exchange commission logo
December 29, 2021
Phil Lister
Chief Financial Officer
Huntsman CORP
10003 Woodloch Forest Dr.
The Woodlands, TX 77380
Re:Huntsman Corporation
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 12, 2021
File No. 333-85141
Huntsman International LLC
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 12, 2021
File No. 001-32427
Dear Mr. Lister:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Huntsman Corporation Form 10-K for the Fiscal Year Ended December 31, 2020
Item 7. Management's Discussion and Analysis of financial Condition and Results of Operations
Outlook, page 30
1.Please address the following regarding your presentation of adjusted tax rate:
•At the bottom of page 30, you present adjusted effective tax rate as 19% without
presenting the actual effective rate or providing a reconciliation.  Please revise
accordingly to comply with Item 10(e).
•You also disclose that your forecasted adjusted effective tax rate for 201 is expected
to be approximately 22% to 24%.  We note your disclosure on page 35 that you are
unable to provide accurate calculations or estimations of reconciling items.  Tell us

 FirstName LastNamePhil Lister
 Comapany NameHuntsman CORP
 December 29, 2021 Page 2
 FirstName LastName
Phil Lister
Huntsman CORP
December 29, 2021
Page 2
how you determined it was appropriate to present the forecasted adjusted effective
tax rate without presenting the forecasted actual effective tax rate for the period in
question.  Further, tell us how you determined your presentation was appropriate if
you are unable to provide accurate calculations or estimations of the reconciling
items.
Notes to Consolidated Financial Statements
Note 27. Operating Segment Information, page F-61
2.Your presentation of Total Segment Adjusted EBITDA does not comply with ASC 280-
10-50-30(b) as the inclusion of 'Corporate and other' does not represent the total of the
reportable segments' measure of profit or loss. As such, Total Segment Adjusted EBITDA
would represent a non-GAAP measure which is specifically prohibited in your financial
statement footnotes by Item 10(e)(1)(ii)(c) of Regulation S-K. Furthermore, the total of
your reportable segments' measure of profit or loss should be reconciled to consolidated
net income/(loss) before income taxes. Accordingly, please revise your presentation of
your reportable segments' measure of profit or loss and the accompanying reconciliations
as well as your discussion of Non-GAAP Financial Measures on page 34. This applies to
your Form 10-Q for the quarter ended September 30, 2021 and your press release
furnished as exhibit 99.1 to your Form 8-K filed October 29, 2021 as well.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

August 29, 2019
Sean Douglas
Chief Financial Officer
Huntsman CORP
Huntsman International LLC
10003 Woodloch Forest Driv
The Woodlands, Texas 77380
Re:Huntsman CORP
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed: February 12, 2019
Form 10-Q for the Quarterly Period Ended March 31, 2018
Filed: April 30, 2019
File No. 001-32427
Huntsman International LLC
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed: February 12, 2019
Form 10-Q for the Quarterly Period Ended March 31, 2018
Filed: April 30, 2019
File No. 333-85141
Dear Mr. Douglas:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

August 9, 2019

David M. Stryker

Executive Vice   President, General Counsel and Secretary

Via EDGAR Transmission

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549-4631

Attn:                    Tracey McKoy, Staff Accountant

Re:                             Huntsman Corporation

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed February 12, 2019

Form 10-Q for the Quarterly Period Ended March 31, 2019

Filed: April 30, 2019

File No. 001-32427

Huntsman International LLC

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed February 12, 2019

Form 10-Q for the Quarterly Period Ended March 31, 2019

Filed: April 30, 2019

File No. 333-85141

Dear Ms. McKoy:

On behalf of Huntsman Corporation and Huntsman International LLC (collectively, the “Companies”), this letter is submitted in response to the comments provided in the Staff’s letter dated July 26, 2019 with respect to the Companies’ periodic filings referenced above.  For your convenience, we have repeated the Staff’s comments below in the order and following the numbering presented in the Staff’s letter of July 26, 2019, followed by the Companies’ response.

Form 10-K for the Fiscal Year Ended December 31, 2018

Note 4. Discontinued Operations and Business Disposition, page F-27

1.                                      We note that notwithstanding your remaining 49% interest in Venator, you continue to reflect this business as discontinued operations.  Please tell us how you considered the nature, time frame and extent of this continuing involvement in Venator in your determination that the disposition of your 51% interest resulted in a strategic shift that has had (or will have) a major effect on your results of operations and financial results such that this disposition qualified for discontinued operations presentation.  Refer to ASC 205-20-45-1B.  Please ensure your response addresses any changes to your plans subsequent to Venator’s IPO and address the guidance in ASC 205-20-45-1E.f.  Also, explain the extent of your involvement in Venator’s operations subsequent to it’s IPO and subsequent to your deconsolidation.  Finally, address your intentions with regard to the time frame of your continued involvement and explain how you contemplated the guidance in ASC 205-20-45-1E.e.  In this regard, we note from your earnings calls that the determination to sell your remaining interest is dependent on the future stock price of Venator.

Companies’ Response:

In response to the Staff’s comment, we respectfully note that beginning in December 2018 we deconsolidated Venator Materials PLC (“Venator”) and thereafter recorded our remaining 49% interest in Venator as an equity method investment reported in continuing operations, rather than discontinued operations.  Furthermore, we acknowledge the Staff’s comments and provide our responses below.

Beginning in the third quarter of 2017, we separated Venator, our former Pigments and Additives business, and conducted an IPO of ordinary shares of Venator.  Prior to the separation, Venator was comprised of operations and cash flows that were clearly distinguished, operationally and for financial reporting purposes, from the rest of our businesses.  Therefore, Venator, formerly its own reportable operating segment of Huntsman, constituted a component for purposes of evaluating held for sale and discontinued operations criteria.  Management had approved the action and committed to a plan to sell Venator and actively marketed the shares of Venator at a reasonable price in relation to its then current fair value.  In the third quarter of 2017, we concluded that the assets and liabilities of Venator met all the criteria for held for sale accounting and reporting.

In response to the Staff’s comments, in the third quarter of 2017, we concluded that all criteria for discontinued operations had also been met, and we began to report the results of operations of Venator as discontinued operations in our Form 10-Q for the quarterly period ended September 30, 2017.  Our global strategy for significant value creation through the year 2020, as noted in our May 23, 2018 Investor Day presentation, includes the monetization of our remaining Venator shares and increased capital allocation for growth in our downstream portfolio.  Consistent with this global strategy, the separation of Venator represented a strategic shift that had a major effect on our operations and financial results, particularly as the separation was a disposal of all of our former Pigments and Additives business and an entire reportable operating segment.  We are no longer a participant in the titanium oxide, functional additives, color pigments and timber and water treatment markets, where historically we had been a significant market participant.  Notwithstanding our remaining ownership in Venator, the separation plan has always been to have Venator operate as an independent entity and for us to not retain a controlling interest.

Subsequent to the separation of Venator, aside from our remaining ownership in Venator ordinary shares, our current retained equity method investment in Venator and a transition services agreement with Venator for a limited period of time, we have not had any significant continuing involvement with Venator, such as supply chain and distribution agreements, financial guarantees, nor options to repurchase any assets of Venator.  Additionally, since the separation, our role has been passive, and we have not had any management nor corporate oversight of Venator as it has been under its own management and has operated as an independent entity beginning in the third quarter of 2017.  We maintain that Venator’s Board of Directors has been independently comprised.  While three of the six current members also serve on the Huntsman Board, this does not prevent us from concluding that we do not have significant continuing involvement; the overall composition of the Venator Board is independent of management of the Companies.  In the third quarter of 2017, we entered into a transition services agreement to provide certain administrative services through the end of July 2019.  Based on all the above, we concluded that we have not had any significant continuing involvement in Venator subsequent to the separation and IPO of Venator in the third quarter of 2017.

2

Following the Venator IPO, we retained approximately 75% ownership in Venator with the intention to monetize our retained ownership in Venator at prevailing market conditions, either through follow-on multiple capital market or block transactions to permit the orderly distribution of our retained shares.  In accordance with these plans, we conducted a secondary offering in December 2017, and along with the underwriters’ purchase of additional shares of Venator, our ownership interest in Venator reduced to 53%.  Through 2018, we continued to actively market our retained ownership in Venator at a reasonable price.  In December 2018, we sold an additional 4% of Venator ordinary shares, which resulted in deconsolidation of Venator beginning in December 2018, as we no longer had a controlling financial interest in the entity.  We did not consider any of these events as significant changes to our original plan.  In accordance with ASC 810, the deconsolidation event is accounted for as if we had disposed of all our interest in Venator and then acquired the 49% retained interest.  Thus, we initially recognized, at fair value, the retained 49% interest in Venator as an equity method investment and elected to subsequently account for the investment under the fair value option reflected in continuing operations as holders of an investment available to be monetized.

At the present time, there is no change in management’s commitment and plan to sell our remaining ownership interest in Venator.  However, although we intend to monetize our remaining 49% ownership in Venator, as the Staff has noted from our earnings calls, the determination to sell our remaining interest is dependent on the future stock performance of Venator.  At the present time, the depressed Venator stock price inhibits our ability to sell our remaining shares of Venator at a reasonable price, which could continue for more than twelve months.  As such, since the deconsolidation of Venator, our equity method investment in Venator did not meet the held for sale criteria and, in turn, discontinued operations criteria, and our equity method investment in Venator is recorded in continuing operations.  We have included the following disclosure in “Note 4. Business Dispositions” to our condensed consolidated financial statements for the quarterly period ended June 30, 2019:

“Although we intend to monetize our remaining 49% ownership in Venator, our ability to sell our ordinary shares of Venator at a reasonable price is dependent upon the prevailing market value of Venator common stock. The depressed Venator stock price inhibits our ability to sell our remaining shares of Venator at a reasonable price, which could continue for more than twelve months. Therefore, in December 2018, our equity method investment in Venator did not meet the held for sale criteria and our equity method investment in Venator was recorded in continuing operations.”

Form 10-Q for the Quarterly Period Ended March 31, 2019

Note 4. Discontinued Operations and Business Dispositions, page 20

2.                                      We note that the $75 million fair value adjustment to your investment in Venator appears material to your results of operations.  Please tell us what consideration was given to providing the disclosures required by Rule 4-08(g) of Regulation S-X for this investment.  In this regard, we believe that the income test set forth in Rule 1-02(w) should be computed using as the numerator the change in the fair value reflected in your income statement rather than the equity in earnings of the investee.

Companies’ Response:

In response to the Staff’s comment, we performed the interim analysis for the three months ended March 31, 2019 using the guidance provided by Rule 10-01(b)(1).  We acknowledge the Staff’s comment regarding the assessment required by Rule 4-08(g) and note that for annual filings the guidance around the numerator is clear in accordance with Financial Reporting Manual (“FRM”) section 2435.  We further note that the guidance around the numerator for the annual test is not clearly linked to the guidance provided for interim assessments under Rule 10-01(b)(1) as noted in FRM section 2420.7.  Notwithstanding, we acknowledge the Staff’s comment that the annual and interim guidance should be linked, and for future interim filings commencing with the six months ended June 30, 2019 we will utilize the change in fair value of our investment in Venator as the numerator for the income test.

3

None of the significance tests, including the income test using the change in fair value of our investment in Venator as the numerator, were met for the six months ended June 30, 2019.  Using the change in fair value of our investment in Venator as the numerator, the income test would have been met for the three months ended March 31, 2019.  We determined that the summarized income statement information for Venator for the three months ended March 31, 2019 was neither meaningful nor material to our condensed consolidated financial statements.  For the three months ended March 31, 2018, Venator was consolidated in our condensed consolidated financial statements.

As noted, we account for our remaining investment in Venator as an equity method investment using the fair value option.  We adjust our investment in Venator to market at the end of every month using the closing market value of Venator at the closest trading day to the end of the month.  Venator’s stock price is subject to volatility, which impacts the results of the significant subsidiary test from quarter to quarter.  Our investment value in Venator is based solely on the market price at the end of each month with no regard to any of the financial metrics that are required by the summarized disclosures.  We believe that the fair market value adjustment amount disclosed on the face of our financial statements and discussed in “Note 4. Business Dispositions” to our condensed consolidated financial statements provides the best information to users of our financial statements.

We also note that Venator is a publicly traded company, and all relevant financial information is readily available in its filings with the SEC on a quarterly basis.  We will continue to utilize the change in fair value of our investment in Venator as the numerator for the income test for future filings.  As such, in the periods where a significance test is met, we will assess if the required disclosure becomes meaningful to our consolidated financial statements.

If you have any questions regarding this matter, please feel free to contact the undersigned at (281) 719-6494.

[Remainder of Page Intentionally Left Blank]

4

Very truly yours,

/s/ David M. Stryker

David M. Stryker

Executive Vice President, General Counsel and Secretary

cc:                                Sean Douglas, Executive Vice President and Chief Financial Officer, Huntsman Corporation

Randy W. Wright, Vice President and Controller, Huntsman Corporation

Fan (Frank) Wu, Senior Corporate Counsel, Huntsman Corporation

5

July 26, 2019
Sean Douglas
Chief Financial Officer
Huntsman CORP
Huntsman International LLC
10003 Woodloch Forest Driv
The Woodlands, Texas 77380
Re:Huntsman CORP
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed: February 12, 2019
Form 10-Q for the Quarterly Period Ended March 31, 2018
Filed: April 30, 2019
File No. 001-32427
Huntsman International LLC
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed: February 12, 2019
Form 10-Q for the Quarterly Period Ended March 31, 2018
Filed: April 30, 2019
File No. 333-85141
Dear Mr. Douglas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Note 4. Discontinued Operations and Business Disposition, page F-27
1.We note that notwithstanding your remaining 49% interest in Venator, you continue to
reflect this business as discontinued operations.  Please tell us how you considered the

 FirstName LastNameSean Douglas
 Comapany NameHuntsman CORP
 July 26, 2019 Page 2
 FirstName LastName
Sean Douglas
Huntsman CORP
July 26, 2019
Page 2
nature, time frame and extent of this continuing involvement in Venator in your
determination that the disposition of your 51% interest resulted in a strategic shift that has
had (or will have) a major effect on your results of operations and financial results such
that this disposition qualified for discontinued operations presentation.  Refer to ASC 205-
20-45-1B.  Please ensure your response addresses any changes to your plans subsequent to
Venator’s IPO and address the guidance in ASC 205-20-45-1E.f.  Also, explain the extent
of your involvement in Venator’s operations subsequent to it's IPO and subsequent to
your deconsolidation.  Finally, address your intentions with regard to the time frame of
your continued involvement and explain how you contemplated the guidance in ASC 205-
20-45-1E.e.  In this regard, we note from your earnings calls that the determination to sell
your remaining interest is dependent on the future stock price of Venator.

Form 10-Q for the Quarterly Period Ended March 31, 2019
Note 4. Discontinued Operations and Business Dispositions, page 20
2.We note that the $75 million fair value adjustment to your investment in Venator appears
material to your results of operations.  Please tell us what consideration was given to
providing the disclosures required by Rule 4-08(g) of Regulation S-X for this investment.
 In this regard, we believe that the income test set forth in Rule 1-02(w) should be
computed using as the numerator the change in the fair value reflected in your income
statement rather than the equity in earnings of the investee.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tracey McKoy, Staff Accountant, at (202)551-3772 or Jeanne Baker,
Assistance Chief Account, at (202) 551-3691 or Terence O'Brien, Accounting Branch Chief,  at
(202) 551-3355 if you have questions regarding comments on the financial statements and
related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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

      DIVISION OF
CORPORATION FINANCE

October 10 , 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 refer you to our comment letter dated September 16, 2013 regarding business
contacts with Syria and Sudan .  We have completed our review of this subject matter.  We
remind you that our comments or changes to disclosure in response to our comments do not
foreclose the Commission from taking any action with respect to the company or the filing and
the company m ay 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.  We urge all
persons who are responsible for the accuracy and adequacy of the disclosure in the fi ling to be
certain that the filing includes the information the Securities Exchange Act of 1934 and all
applicable rules require .

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global S ecurity Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

  Sean Pettey, Corporate Counsel
  Huntsman Corporation

CORRESP
1
filename1.htm

[Huntsman Corporation Letterhead]

September 30, 2013

David   M. Stryker

Executive   Vice President and General Counsel

Via EDGAR Transmission

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.  20549-4631

Attn:                    Cecilia Blye, Chief Office of Global Security Risk

Jennifer Hardy, Special Counsel

Re:                             Huntsman Corporation

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 12, 2013

File No. 1-32427

Dear Ms. Blye:

On behalf of Huntsman Corporation (the “Company”), this letter is submitted in response to the comments provided in the Staff’s letter dated September 16, 2013 with respect to the Company’s Annual Report on Form 10-K referenced above.  For your convenience, we have repeated the Staff’s comments below in the order and following the numbering presented in the Staff’s letter of September 16, 2013, followed by the Company’s response.

General

1.                                      We note that your website lists contact information for Syria and Sudan for thermoplastic 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 Sudan. 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, distributors, 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 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 presently conduct business in Syria or Sudan and we do not have any future plans to conduct business in those countries.  Since July 2011, it has been the Company’s express policy not to conduct business in Sudan and Syria with the limited exception of completing certain pre-existing contracts and ending certain relationships, all of which were immaterial as more fully described below and all of which was completed by January 2012.

Our website no longer lists contact information for Sudan and Syria for thermoplastic polyurethanes. We removed this information following the July 2011 adoption of the Company’s policy with respect to Syria and Sudan but historical data containing contact information for those countries was inadvertently added back to the web page during a subsequent system software conversion. We have removed this information again.

For the past three fiscal years and the subsequent interim period, the products sold consisted of certain MDI or polyurethane systems, surfactants, adhesives, liquid tooling products, titanium dioxide and chemicals and dyes for textile fibers. The tables below set forth information on the amount of sales into each country during the last three years and the subsequent interim period, which, in each case, represented an immaterial amount of the Company’s total sales.

Syria

(in millions)

Year

Sales into
   Syria

% of
   Company’s
   Total Sales

2010

$

5.3

0.06

%

2011

$

4.1

0.04

%

2012

$

0.7

0.01

%

2013 (ytd)

none

none

2

Sudan

(in millions)

Year

Sales into
   Sudan

% of
   Company’s
   Total Sales

2010

$

0.7

0.01

%

2011

$

1.1

0.01

%

2012

none

none

2013 (ytd)

none

none

To the best of 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 best of the Company’s knowledge, 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 best of the Company’s knowledge, any contacts with the governments of Syria or Sudan or, to the best of the Company’s knowledge, any entities controlled by either of those governments. Neither the Company nor its subsidiaries have any interest in any Syrian or Sudanese 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 manufactures ethyleneamines. We control sales of product from this joint venture, which are subject to our policy prohibitions related to sales in Syria and Sudan described above. The Zamil Group engages in many other business activities in which we have no interest and with which we are unfamiliar.

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 revenues, 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 potential 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 that do business with U.S.-designated state sponsors of

3

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 Sudan.

Company Response:

The Company’s sales into Syria and Sudan were not material individually or in the aggregate to the Company nor did they create a material risk to our shareholders. As described in our response to question 1 above, the aggregate sales into Syria and Sudan during 2010, 2011 and 2012 represented less than 1/16 of one percent of the Company’s total sales in each such year. The Company thus believes such sales were quantitatively immaterial and the fact that such sales have ceased would appear to moot the question going forward.  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 company.

From a qualitative perspective, we likewise believe the historical sales to Syria and Sudan to be immaterial. The Company’s investor relations department has received no inquiries from investors or analysts in recent years regarding sales into Syria or Sudan, and the fact that such sales have ceased would similarly seem to moot the question going forward.  The Company is not aware of any shareholder or other investor ceasing to be a shareholder or other investor in the Company as a result of these sales activities. We are not aware of any boycott of the Company.

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 parent, 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 divestment 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.

Company Response:

In 2012, we entered in a joint venture with China Petroleum & Chemical Corporation (“Sinopec”) involving the construction and operation of a PO/MTBE facility in China to sell products primarily in China and other countries in the Asia-Pacific region.

We do not believe that the PO/MTBE joint venture with Sinopec will have a material impact on the Company’s reputation. The explicit purpose of the joint venture is to serve mainly China and

4

partially the Asia-Pacific region; thus, we believe that it is unlikely that products from the joint venture would be sold directly into Syria, Sudan, Iran or Cuba and we have no basis to believe that any sales from the joint venture to these countries have occurred to date.  Further, the joint venture agreement contemplates that the joint venture will act in accordance with applicable law, including laws applicable to the parties to the joint venture. Finally, the parties have the ability in sales contracts to designate countries where sales are prohibited.

Since 2003, we have had a joint venture MDI facility in China with a Sinopec subsidiary and other joint venture partners. We are unaware of any reputational harm arising from this joint venture. Sinopec engages in many other business activities in which we have no interest and with which we are not familiar.

The Company’s investor relations department has received no inquiries from investors or analysts questioning or otherwise concerned with the Company’s joint ventures with Sinopec. The Company is not aware of any shareholder or other investor ceasing to be a shareholder or other investor in the Company as a result of these joint ventures.

4.                                      Please tell us whether any products, chemicals or components you have 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.

Company Response:

None of the products sold to Syria or Sudan as described in response to question 1 are dual use products as defined in BIS Export Regulations.

The Company acknowledges that: (1) it is responsible for the adequacy and accuracy of the disclosure in the filing; (2) 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 (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.

5

If you have any questions regarding this matter, please feel free to contact the undersigned at (281) 719-6494.

Very truly yours,

/s/   David M. Stryker

David   M. Stryker

Executive   Vice President, General Counsel and Secretary

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

Amanda Ravitz, Assistant Director, Division of Corporate Finance

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

Randy W. Wright, Vice President and Controller, Huntsman Corporation

Sean H. Pettey, Senior Corporate Counsel, Huntsman Corporation

6

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

January 12, 2012

Via E-mail
Mr. Peter R. Huntsman Chief Executive Officer  500 Huntsman Way Huntsman Corporation Salt Lake City, Utah 84108
 RE: Huntsman Corporation
  Form 10-K for the Fiscal Year Ended Decem ber 31, 2010
  Filed February 17, 2011   File No. 1-32427
Dear Mr. Huntsman:
 We have completed our review of your filing.  We remind you that our comments or changes to
disclosure in response to our comments do not foreclose the Co mmission from taking any action
with respect to the company or the filings and the company may not asse rt staff comments as a
defense in any proceeding initiated by the Commi ssion or any person under the federal securities
laws of the United States.  We urge all pe rsons who are responsible  for the accuracy and
adequacy of the disclosure in the filings to be ce rtain that the filings includes the information the
Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        / s /  T e r e n c e  O ’ B r i e n           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

[Huntsman Corporation Letterhead]

December 21, 2011

Via EDGAR Transmission and Express Courier

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4631

Attn:                    Terence O’Brien, Accounting Branch Chief

Tracey McKoy

Al Pavot

Re:                             Huntsman Corporation

Form 10-K for the fiscal year ended December 31, 2010

Filed February 17, 2011

File No. 001-32427

Ladies and Gentlemen:

We are submitting this correspondence in response to the comments provided in your letter dated December 14, 2011 with respect to our Annual Report on Form 10-K referenced above (the “2010 10-K”). For your convenience, we have repeated each of your comments below in the order presented in your letter, followed by our response.

Form 10-K for the Fiscal Year Ended December 31, 2010

Note 19 — Income Taxes, page F-69

1.               You disclose on page F-73 that during 2010 you released valuation allowances of $20 million on certain net deferred tax assets, which represents 63% of net income for the 2010 fiscal year. Given the impact to your income statement, in future filings please provide a more robust discussion of the underlying reasons for material changes in your allowance account. Refer to Section 501.04 of the Financial Reporting Codification for guidance.

Response:

In future filings, we will provide additional information regarding the underlying reasons for material changes in our allowance account.

Note 31 — Selected Unaudited Quarterly Financial Data, page F-113

2.               In future filings, please disclose herein any unusual accounting items that materially impacted the results of any quarter. In this regard we note the aggregate $30 million Sasol-Huntsman error correction and cross currency swap income recorded in the June 30, 2010 quarter which apparently comprised $.09 of the reported $.21 diluted EPS for the quarter. See ASC 270-10-50 and Item 302(a)(3) of Regulation S-K.

Response:

In future filings, we will disclose additional information regarding any unusual accounting items that materially impacted our results for the applicable period.

Form 10-Q for the Fiscal Quarter Ended September 30, 2011

Management’s Discussion and Analysis of Financial condition and Results of Operations, page 70

3.               It is not clear why your 2011 third quarter receivables increased by 9% relative to the prior third quarter whereas your 2011 third quarter sales increased by 24% over your 2010 third quarter sales. Further, it is not clear how much the 2011 reclassification of Chinese receivables referenced on page 14 impacted your reported receivables and the associated comparability with prior periods. Please explain to us why you made this reclassification. Also, in future filings, please provide a disclosure in MD&A that enables a reader to better understand the impact of your accounting changes and the specific reasons why your accounts and notes receivables account variance is not fully explainable by the corresponding change in the sales variance. Please specifically address any changes in your revenue recognition policies and/or the aging of your receivables portfolio. A more complete explanation of your receivables variances is also necessitated by the direct material impact on your reported operating cash flows and liquidity. See Section 510.14 of the Financial Reporting Codification.

2

Response:

In response to your comment, we have enumerated here the reasons for the seemingly disproportionate increases between 2011 third quarter over 2010 third quarter sales (24%) and 2011 third quarter over 2010 third quarter accounts receivable (9%).  The majority of the 15 percentage points difference in increase (24% - 9%) was due to the impact of foreign currency translation—representing eight percentage points. Most of the remaining difference was due to a decrease in days sales outstanding in accounts receivable—representing four percentage points. This decrease in days sales outstanding was due to a combination of better receivables management and normal period-to-period fluctuations. The effect of the reclassification made up the remaining three percentage points of the overall 15 percentage points difference.

We conduct various business transactions in China where it is common for payments to be made using bank accepted drafts as a way to manage non-payment risk.  These bank accepted drafts are promised future payments accepted and guaranteed by a bank and drawn on a deposit at the bank.  The banker’s acceptance specifies the amount of money, the date and the person to which the payment is due. After acceptance, the draft becomes an unconditional liability of the bank. The holder of the bank accepted draft can sell (exchange) it for cash at a discount to a buyer who is willing to wait until the maturity date for the funds in the deposit.  Bank accepted drafts are used as a form of currency to settle obligations.

Prior to our 2011 reclassification, our use of bank accepted drafts was minimal and the amounts we held at period-ends were not significant.  The amount of bank accepted drafts held in accounts receivable at December 31, 2010, 2009 and 2008 was $51 million, $15 million and $19 million, respectively.  Bank accepted drafts with maturities of 90 days or less (at the date of receipt) were appropriately reflected as cash equivalents, for which the accounting and classification has not changed.  However, as our operations in China have grown, our use of bank accepted drafts, while not yet material, has become more significant.  As a result, we examined these transactions and concluded from the facts noted above that bank accepted drafts with a maturity of greater than 90 days (at the date of receipt) are more appropriately reflected as other current assets.  This reclassification represents a change from one acceptable classification to another more acceptable classification as bank accepted drafts have characteristics of both receivables and investments.  We believe that these bank accepted drafts more closely represent short-term investments.  Accordingly, beginning in 2011, we reclassified bank accepted drafts in China with maturities greater than 90 days (at the date of receipt) from accounts receivable to other current

3

assets.  Prior period amounts presented in comparative financial statements were reclassified to conform to the 2011 reclassification.  Accordingly, the balances as of December 31, 2010, which were presented in our Form 10-Q for the fiscal quarter ended September 30, 2011, were reclassified while the balances as of September 30, 2010 had not been reclassified since they were not presented as comparative amounts in any 2011 financial statements. This reclassification had no impact on our reported revenues or earnings, nor did it result in any changes to our revenue recognition policy.

In future filings, we will provide additional disclosure in MD&A to enable readers to better understand the impact of our accounting changes and the specific reasons as to why our accounts and notes receivables account variance is not fully explainable by the corresponding change in the sales variance.  We will also address in greater detail any changes in our revenue recognition policies and/or the aging of our accounts receivables portfolio.

4.               In future filings, please disclose in the Liquidity section of MD&A the extent to which any existing cross-default provisions can impact your compliance with your debt covenants. See Section 501.13 of the Financial Reporting Codification.

Response:

In future filings, we will provide disclosure in the Liquidity section of MD&A regarding the potential impact of cross-default provisions under our debt covenants.

Form 8-K filed August 5, 2010

5.               We note your disclosure that “management uses Adjusted EBITDA to assess financial performance in comparison to prior periods and to provide additional information regarding operational performance.” You cite the same basis for the manner in which you calculate “Adjusted net income.” Your calculations appear to be very specific and are generally modified each period to encompass non-recurring items occurring in current periods. Consequently, there is a concern that readers may not fully understand why you chose not to exclude the $15 million Sasol-Huntsman non-cash, non-recurring error correction or the $15 million non-recurring reduction to interest expense related to a cross currency swap. It is not clear how your decision to include the error correction in your non-GAAP financial measures is consistent with the expressed purpose of the measure, particularly given that the error relates to periods dating back to 1997. Further, it is not clear how you determined that it was

4

useful to exclude the loss on debt extinguishment but not useful to exclude the non-recurring gain on the debt-related swap. Your decision to retain these two non-recurring gains in your calculations resulted in June 30, 2010, quarterly Adjusted EBITDA and Adjusted net income measures that were approximately 13% and 30% higher than these same measures exclusive of these items. In the future, please provide a disclosure that reconciles the expressed purposes of your non-GAAP financial measures with any determination to retain material, non-recurring items. See Section 100(b) of Regulation G. Corresponding changes should also be made in your future forms 10-K given the adjusted net income measures included in MD&A.

Response:

In the future, we will provide disclosure that reconciles the expressed purposes of our non-GAAP financial measures with any determination we may make to retain material non-recurring items.

Huntsman Corporation further acknowledges that

·                  it is responsible for the adequacy and accuracy of disclosure in its filings;

·                  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

·                  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) 584-5700 or Nathan W. Jones at Stoel Rives LLP at (801) 578-6943.

Very   truly yours,

HUNTSMAN   CORPORATION

/s/   James R. Moore

James   R. Moore

Executive   Vice President, General Counsel and Secretary

cc:                                 J. Kimo Esplin

L. Russell Healy

Randy W. Wright

Sean H. Pettey

Nathan W. Jones

5

December 14, 2011

Via E-mail
Mr. Peter R. Huntsman Chief Executive Officer  500 Huntsman Way Huntsman Corporation Salt Lake City, Utah 84108
 RE: Huntsman Corporation
  Form 10-K for the Fiscal Year Ended Decem ber 31, 2010
  Filed February 17, 2011   File No. 1-32427
Dear Mr. Huntsman:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Note 19 – Income Taxes, page F-69

1. You disclose on page F-73 that during 2010 you released valua tion allowances of
$20 million on certain net deferred tax assets, wh ich represents 63% of net income for the
2010 fiscal year.  Given the impact to your in come statement, in future filings please
provide a more robust discussion of the underl ying reasons for material changes in your
allowance account.  Refer to Section 501.04 of  the Financial Reporting Codification for
guidance.
 Note 31 – Selected Unaudited Quar terly Financial Data, page F-113

2. In future filings, please disclose herein any unusual accounting items that materially
impacted the results of any quarter. In this regard we note the aggregate $30 million

Mr. Huntsman
Huntsman Corporation December 14, 2011 Page 2

 Sasol-Huntsman error correction and cross cu rrency swap income recorded in the June
30, 2010 quarter which apparently comprised $.09 of the reported $.21 diluted EPS for
the quarter. See ASC 270-10-50 and It em 302(a)(3) of Regulation S-K.

Form 10-Q for the Fiscal Qu arter Ended September 30, 2011

 Management’s Discussion and Analysis of Financ ial condition and Results of Operations, page
70

3. It is not clear why your 2011 third quarter re ceivables increased by 9% relative to the
prior third quarter whereas your 2011 thir d quarter sales incr eased by 24% over your
2010 third quarter sales. Furthe r, it is not clear how much  the 2011 reclassification of
Chinese receivables referenced on page 14 im pacted your reported receivables and the
associated comparability with prior periods . Please explain to us why you made this
reclassification. Also, in future filings, please provide a disclosure in MD&A that enables
a reader to better understand the impact of  your accounting changes and the specific
reasons why your accounts and notes receivables account variance is not fully explainable by the corresponding change in the sales variance.  Please specifically
address any changes in your revenue rec ognition policies and/or  the aging of your
receivables portfolio. A more co mplete explanation of your receivables variances is also
necessitated by the dir ect material impact on your re ported operating cash flows and
liquidity. See Section 510.14 of the Financial Reporting Codification.

4. In future filings, please disclose in the Liqui dity section of MD&A the extent to which
any existing cross-default provisions can impact your compliance with your debt
covenants. See Section 501.13 of th e Financial Reporting Codification.
 Form 8-K filed August 5, 2010

5. We note your disclosure that “management uses Adjusted EBITDA to assess financial
performance in comparison to prior periods and to provide additional information regarding operational performance.” You cite the same basis for the manner in which you
calculate “Adjusted net income.” Your calcula tions appear to be very specific and are
generally modified each period to encompa ss non-recurring items occurring in current
periods. Consequently, there is a concern that readers may not fully understand why you
chose not to exclude the $15 million Saso l-Huntsman non-cash, non-recurring error
correction or the $15 million non-recurring reducti on to interest expense related to a cross
currency swap. It is not clear how your decision to include the error correction in your
non-GAAP financial measures is consistent w ith the expressed purpose of the measure,
particularly given that the e rror relates to periods dating ba ck to 1997. Further, it is not
clear how you determined that it was useful to exclude the loss on debt extinguishment
but not useful to exclude the non-recurring ga in on the debt-related swap. Your decision
to retain these two non-recurring gains in your calculations resulted in June 30, 2010,
quarterly Adjusted EBITDA and Adjusted net income measures that were approximately
13% and 30% higher than these same measures exclusive of these items. In the future,

Mr. Huntsman
Huntsman Corporation December 14, 2011 Page 3

 please provide a disclosure that reconcile s the expressed purposes of your non-GAAP
financial measures with any determination to retain material, non-recurring items. See
Section 100(b) of Regulation G. Corresponding changes should also be made in your
future forms 10-K given the adjusted ne t income measures included in MD&A.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts 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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.
  You may contact Tracey McKoy, Staff Accountant, at (202) 551- 3772 or, in her absence, Al
Pavot at (202) 551-3738 or, the undersigned Acc ounting Branch Chief at (202) 551-3355 if you
have questions regarding comments on the fina ncial statements and related matters.

Sincerely,
         / s /  T e r e n c e  O ’ B r i e n           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

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

       DIVISION OF
CORPORATION FINANCE

September 28, 2010

By 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, UT 84108   RE: Huntsman Corporation   Form 10-K for the fiscal year ended Dece mber 31, 2009
  File No. 1-32427  Dear Mr. Esplin:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Terence O’Brien Branch Chief

CORRESP
1
filename1.htm

[HUNTSMAN CORPORATION
LETTERHEAD]

September 22,
2010

Via EDGAR Transmission

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C.  20549-4631

  Attn:

  Terence
  O’Brien

  Jay
  E. Ingram

  Edward
  M. Kelly

  Jenn
  Do

  Re:

  Huntsman Corporation

  Form 10-K for the fiscal year ended December 31,
  2009

  Filed February 19, 2010

  Form 10-Q for the period ended March 31, 2010

  File No. 1-32427

Ladies
and Gentlemen:

We
are submitting this correspondence in response to the comments provided in your
letter dated September 9, 2010 with respect to the Huntsman Corporation
and Huntsman International LLC (collectively, the “Company”) Annual Report on Form 10-K
referenced above (the “2009 10-K”) and the Form 10-Q for the period ended
March 31, 2010 referenced above (the “Q1 2010 10-Q”). For your
convenience, we have repeated each of your comments below in the order
presented in your letter, followed by the Company’s response.

Form 10-K
for the year ended December 31, 2009

General

1.              We note
your counsel has acknowledged the Tandy representations included in the last
part of our comment letter. In your new response letter, please ensure that a
Company representative, instead, makes these acknowledgements.

Response:

This
letter is signed by a Company representative in accordance with this comment.

2.              In
future earnings releases where you include Adjusted EBITDA from discontinued
operations, Adjusted net income, Adjusted net income from discontinued
operations, or any other non-GAAP financial measure, please disclose the
reasons you believe presentation of such non-GAAP financial measures provides
useful information to investors regarding your results of operations. Refer to
Item 10(e)(1)(i)(C) of Regulation S-K and the Instructions to
Item 2.02 of Form 8-K.

Response:

In
future earnings releases that include non-GAAP financial measures, the Company
will disclose the reasons it believes the presentation of such non-GAAP
financial measures provides useful information to investors in accordance with
Item 10(e)(1)(i)(C) of Regulation S-K and the Instructions to
Item 2.02 of Form 8-K.

Form 10-Q for the period
ended March 31, 2010

3.              We note
your response to comment 10 in our letter dated August 12, 2010.
Please confirm that all information contained in the referenced schedules and
that is currently in effect, whether through operation of the original exhibit
or schedule or a superseding document, is currently being made available to
investors by exhibit to your publicly filed reports. To the extent that the
information is not currently on file, ensure that your next Exchange Act report
includes all material information that is currently omitted from
Exhibit 10.1.

2

Response:

The
Company confirms that to the extent that information contained in the
referenced schedules and that is currently in effect, whether through operation
of the original exhibit or schedule or a superseding document, is not being
made available to investors by exhibit in the company’s publicly filed reports,
the company will include all such material information in its next Form 10-Q.

The
company further acknowledges that

·                  it is
responsible for the adequacy and accuracy of disclosure in its filings;

·                  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

·                  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 or
Sean H. Pettey at (801) 584-5700.

  Very
  truly yours,

  /s/
  JAMES R. MOORE

  Executive
  Vice President, General Counsel and Secretary

  cc:

  J.
  Kimo Esplin

  L.
  Russell Healy

  Randy
  W. Wright

  Sean
  H. Pettey

  Nathan
  W. Jones

3

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

       DIVISION OF
CORPORATION FINANCE

        September 9, 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
Form 10-Q for the period ended March 31, 2010
  File No. 1-32427

Dear Mr. Esplin:

We have reviewed your response letter dated August 26, 2010 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  After revi ewing this information, we may or may not
raise additional comments.
 Form 10-K for the year ended December 31, 2009

 General

1. We note your counsel has acknowledged th e Tandy representations included in
the last part of our comment letter.  In your new response letter, please ensure that
a Company representative, instea d, makes these acknowledgements.

2. In future earnings releases wher e you include Adjusted EBITDA from
discontinued operations, Adjusted net income, Adjusted net income from
discontinued operations, or  any other non-GAAP financial measure, please
disclose the reasons you believe pres entation of such non-GAAP financial
measures provides useful information to  investors regardi ng your results of
operations.  Refer to Item 10(e)(1)(i)(C) of  Regulation S-K and the Instructions to
Item 2.02 of Form 8-K.

Mr. J. Kimo Esplin
Huntsman Corporation September 9, 2010 Page 2   Form 10-Q for the period ended March 31, 2010

 Exhibit 10.1

3. We note your response to comment 10 in our  letter dated August 12, 2010.  Please
confirm that all information contained in  the referenced schedules and that is
currently in effect, whether through operati on of the original exhibit or schedule
or a superseding document, is currently  being made available to investors by
exhibit to your publicly file d reports.  To the extent th at the information is not
currently on file, ensure that you next Exchange Act report includes all material information that is currently omitted from Exhibit 10.1.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.

You may contact Jenn Do at  (202) 551-3743, or me at  (202) 551-3355 if you have
questions regarding the financial statements and related matters.  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.

        S i n c e r e l y ,              T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

CORRESP
1
filename1.htm

[Letterhead of Stoel Rives
LLP]

  NATHAN W. JONES

  Direct (801) 578-6943

  nwjones@stoel.com

August 26, 2010

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.  20549-4631

Attn:                    Terence O’Brien

Jay
E. Ingram

Edward
M. Kelly

Jenn
Do

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. 001-32427

Ladies
and Gentlemen:

On
behalf of Huntsman Corporation and Huntsman International LLC, we are
submitting this correspondence in response to the comments provided in your letter
dated August 12, 2010 with respect to the Huntsman Corporation and
Huntsman International LLC (collectively, the “company”) Annual Report on Form 10-K
referenced above (the “2009 10-K”), the Huntsman Corporation Definitive Proxy
Statement on Schedule 14A referenced above and the Huntsman Corporation and
Huntsman International LLC Form 10-Q for the period ended March 31,
2010 referenced above (the “Q1 2010 10-Q”). For your convenience, we have
repeated each of your comments below in the order presented in your letter,
followed by the company’s response.

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 paragraph 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 Exchange Act.

Response:

The
company will revise its applicable future filings in accordance with this
comment.

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.

Response:

The
company will revise its applicable future filings in accordance with this
comment.

Risk Factors, page 35

3.               We note your disclosure on page 14
that bisphenol A is a principal raw material purchased in the Advanced
Materials segment.  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 address 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 bisphenal
A, including material claims that may arise from your customers or end-users.

Response:

The
company uses bisphenol A (“BPA”) as a raw material for the synthesis of epoxy
resins.  Regulators worldwide currently
consider exposure to BPA from proper use of

2

epoxy
resins to be a negligible health risk. The company does not produce epoxy
resins that go into the manufacture of liquid infant formula packaging, infant
bottles, or any other polycarbonate products.
The company’s BPA-containing products used by its customers in food
container applications comprised only $13 million, or less than 0.2%, of the
company’s 2009 annual sales. The company has little to no exposure to the
direct consumer market in the U.S., Canada or Mexico. The company does not
expect to be affected by possible voluntary actions of retailers to remove
BPA-containing products.  The company is
not a party to any threatened, pending or actual lawsuits pertaining to BPA.
Because the company does not consider the use of BPA in certain of its products
to be a significant risk, it did not include a risk factor pertaining to it.

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

Response:

Although Chemtura, the company’s
partner in Rubicon LLC (the “JV” or “Rubicon”), is currently a debtor-in-possession,
there are several mitigating factors which lessen the risks posed to Rubicon
and to the company.

Rubicon itself holds no
cash. Rubicon is funded by its members. Chemtura funds its portion of the JV in
advance, semimonthly, based on an agreement entered into prior to Chemtura’s
bankruptcy filing in 2009. In the time since Chemtura filed for bankruptcy, it
has consistently and timely funded its portion of the operations in accordance
with this agreement.

Rubicon exists for the
purpose of manufacturing aniline.
Aniline is used by the company in the production of MDI and in the
production of DPA, which is used by Chemtura. The company is entitled to
approximately 78% of the aniline and bears a proportional amount of related
costs. In addition to owning and operating the aniline facilities, Rubicon also
owns the DPA facilities (100% allocation to Chemtura), buildings, waste
facilities and land. The JV has no long-term third party debt. If Chemtura were
to fail to fund its portion of the JV, then Rubicon would reduce its production
of aniline and supply only the company’s requirement. If this scenario
occurred, then the company would

3

potentially be required to
fund additional fixed costs of approximately $10 million annually.

Because
Chemtura has consistently prefunded its portion of the JV cash requirements and
the JV has no long-term third party debt, the company does not believe Chemtura
poses a significant risk. Accordingly, the company did not specifically note
its exposure to Chemtura in its risk factor.

Management’s Discussion and
Analysis, page 62

Results of Operations, page 64

5.               We note your disclosure on pages 67-68
that 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 reconciliation, however,
is not included in your press releases.
Please ensure all future press releases contain this disclosure.  Refer to the Instructions to Item 2.02
of Form 8-K and Question 105.06 of the Non-GAAP C&DI.

Response:

In
response to the Staff’s comment, the company reexamined its view of EBITDA as a
liquidity measure. As a result, the company has determined that, because of
certain limitations inherent with using EBITDA as a liquidity measure, going
forward it will use EBITDA solely as a performance measure and not as a
liquidity measure in its filed reports and earnings releases. Specifically,
future disclosures concerning EBITDA will indicate that management uses EBITDA
as a performance measure and will no longer indicate that EBITDA is used as a
liquidity measure. Accordingly, the company will provide a reconciliation of EBITDA
to net income (loss) in future earnings releases and filed reports but will not
provide a reconciliation of EBITDA to cash flow from operations.

6.               Your press releases and
slide presentations 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.

4

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 order to convey
a consistent discussion of your results, liquidity and financial condition.

Response:

In
future periodic filings, the company will include Adjusted EBITDA information
whenever such information is included in a corresponding earnings release. In
addition, the company will carefully evaluate the disclosure of non-GAAP
financial measures in future earnings releases and will include any information
in its filed reports necessary to comply with Item 10(e) of Regulation
S-K.

The
company notes that it uses Adjusted EBITDA information, in addition to GAAP
measures and EBITDA, in managing its business. However, the company’s
management generally does not use Adjusted EBITDA from discontinued operations,
Adjusted net income and Adjusted net income from discontinued operations. The
company provides these additional non-GAAP financial measures in response to
requests from the investment community. These measures are included in earnings
releases to ensure that all investors have access to the same information and
to avoid potential concerns with Regulation FD.

The
company further notes that, while in the past it has not referred to non-GAAP
financial measures in its filed reports (other than EBITDA), the information
necessary to compute Adjusted EBITDA is included in its filed reports (for
example, see page 66 of the 2009 10-K and page 73 of the Q1 2010
10-Q). Taking into account this information, the company believes its filed
reports and earnings releases provide a consistent analysis of the company’s
performance and trends.

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 full grant date fair value of the equity awards granted
in 2009 and explain why the amounts reported in this column do not correspond
with the total amount reported in the stock and option awards columns of the
summary compensation table.

5

Response:

The
company confirms that the amounts reported in the “Grant Date Fair Value of
Stock and Option Awards” column of the Grants of Plan-Based Awards in Fiscal
2009 table represent the full grant date fair value of the equity awards
granted during fiscal year 2009.  The amounts reported in the “Stock
awards” and “Option awards” columns of the Summary Compensation Table represent
the total dollar amount recognized for financial statement reporting purposes
for the applicable fiscal year with respect to stock and option awards held by
the named executive officers.  In future filings, the company will report
in the “Stock awards” and “Option awards” columns of the Summary Compensation
Table the full grant date fair value (computed in accordance with ASC Topic
718) only for awards granted during the applicable fiscal year, and such
amounts for the most recent fiscal year will be consistent with the amounts
reported in the “Grant Date Fair Value of Stock and Option Awards” column of
the Grants of Plan-Based Awards 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 valuation allowance of $14 million on your Australia net deferred
tax assets, primarily 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 of the deferred 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.

Response:

The
release of the valuation allowance was not due to a write-off of deferred tax
assets related to the discontinued styrenics business.

The
discontinued Australian styrenics business was one of several entities filing
its tax return in a multiple entry consolidated (“MEC”) group pursuant to
Australian tax law. Prior to the shut-down of the styrenics business the
consolidated MEC group was in a cumulative loss position and had built-up
unutilized MEC net operating losses for carry

6

forward
to future periods. Based on the amount of negative evidence, a full valuation
allowance was placed on the MEC group losses because it was not
more-likely-than-not that the losses could be utilized. Following the shut-down
of the Australian styrenics business, the remaining members of the MEC group
are expected to be in an income position, as the styrenics business was the
entity giving rise to the overall MEC group loss. Given that Australian tax law
allows the remaining MEC group members to utilize the losses from the styrenics
business, the company released $14 million of valuation allowance previously
recorded against the MEC group losses as such losses will more-likely-than-not
be utilizable by the remaining members of the MEC group in future periods.

Further,
in an effort to be complete, yet concise, the sentence on page 77—“For further information concerning taxes, see “Note
19. Income Taxes” to our condensed consolidated financial statements
(unaudited) included elsewhere in this report”—is intended to direct the
reader of the financial statements to the tax footnote with its full discussion
of tax results, including discussion of the release of the $14 million of
valuation allowance.

Liquidity and Capital
Resources, page 81

9.               We note your statement on pages 82
and 84 that on April 26, 2010 you prepaid $124 million of Term Loan B and
$40 million 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
International, whose cash flows from operations have deceased successively,
from $420 million 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 result in a
decrease in your cash balance.

Response:

The
April 26, 2010 debt prepayments were made pursuant to the definition of “excess
cash flow” in the agreement governing the company’s credit facilities.  The company will clarify in future filings
that these prepayments were made from cash accumulated in prior periods.

7

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 Exchange Act
report, please refile exhibit 10.1 in its entirety, including all exhibits and
schedules to the credit agreement filed as exhibit A.

Response:

Exhibit 10.1
to the Q1 2010 10-Q is the fifth amendment (the “Amendment”) to the company’s
credit agreement (the “Credit Agreement”). At the time the company filed the
Amendment, it also filed all documents that were instruments to, or which
impacted, the Credit Agreement, as amended. The exhibits and schedules to which
the Staff refers that were not filed with the Amendment are not current. Those
exhibits and schedules date back to the original Credit Agreement
from 2005. Pursuant to information rights contained in the Credit
Agreement, the company periodically provides creditors updated information as
compared to the information contained in the original exhibits and schedules.
Accordingly, the referenced exhibits and schedules are in most cases
significantly outdated and the company believes it would be confusing and
potentially misleading to present them in a current filing.

Exhibits 31.1 and 31.2

11.

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

June 30, 2010
Via Mail and Facsimile (801-584-5788)

J. Kimo Esplin
Executive Vice President and Chief 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   File No. 001-32427   Response Letter Filed June 9, 2010
Dear Mr. Esplin:

We refer you to our comment letter dated May 25, 2010  regarding business
contacts with Iran, Syria and Sudan.  We ha ve completed our review of this subject
matter and have no further comments at this time.            S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk

 cc:  Pamela Long   Assistant Director  Division of Cor poration Finance

CORRESP
1
filename1.htm

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

May 25, 2010
Via Mail and Facsimile (801-584-5788)

J. Kimo Esplin
Executive Vice President and Chief 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   File No. 001-32427
Dear Mr. Esplin:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as a state sponsor 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 supplemental information, so that we may better understand your disclosure.  Please be as deta iled as necessary in your response. After
reviewing this information, we ma y 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note from your website that you conduc t business in Syria, have an agent
located in Syria and sales representative s 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 U.S. economic sanctions and export controls. We note that your Form
10-K does not include disclosure regardi ng 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 a ny, whether through subs idiaries, resellers,

J. Kimo Esplin
Huntsman Corporation
May 25, 2010 Page 2
distributors or other direct  or indirect arrangemen ts.  Your response should
describe any services or products you ha ve provided to those countries and any
agreements, commercial arrangements, or  other contacts you have had with the
governments of those countri es or entities controlled  by those governments.
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 Ira n and any agreements, commercial
arrangements, or other c ontacts you have had with the Iranian government or
entities controlled by that government.
3. Please discuss the materiality of any contacts with Iran, Syria and Sudan
described in response to our prior comment s and whether those contacts constitute
a material investment risk for your security holders.  You should address
materiality in quantitative terms, incl uding the approximate dollar amounts of any
associated revenues, assets, and liabilities for the last three fi scal 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 re putation and share value.  As you may
be aware, various state and municipa l 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 s hould address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have operations associated with  Iran, Syria or Sudan.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  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.

J. Kimo Esplin
Huntsman Corporation May 25, 2010 Page 3
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

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 filings or in response to our comments on your filings.
  Please understand that we may have addi tional comments after we review your
response to our comments.  Please contact Jennifer Hardy, Special Counsel, at (202) 551-
3767 if you have any questions about the commen ts or our review.  You may also contact
me at (202) 551-3470.           S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk      cc:  Pamela Long   Assistant Director  Division of Cor poration Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

       July 17, 2009  Mail Stop 4631
Via U.S. Mail and Facsimile

J. Kimo Esplin Executive Vice President and Chief Financial Officer Huntsman Corporation 500 Huntsman Way Salt Lake City, Utah 84108

Re: Huntsman Corporation
 Form 10-K/A for Fiscal Year Ended December 31, 2008  Filed on April 30, 2009  File No. 001-32427

Dear Mr. Esplin:
 We have completed our review of th e Form 10-K/A for Fiscal Year Ended
December 31, 2008 and have no furt her comments at this time.

Sincerely,    Jay E. Ingram
Legal Branch Chief

CORRESP
1
filename1.htm

[Stoel Rives LLP Letterhead]

  NATHAN W. JONES

  Direct (801) 578-6943

  nwjones@stoel.com

June 26, 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.  20549-7010

Room 7010

Attn:       Terence O’Brien,
Branch Chief

Melissa
N. Rocha, CPA

Re:          Huntsman International LLC

File No. 333-85141

Huntsman Corporation

File No. 001-32427

Form 10-K for the Year Ended December 31,
2008

Ladies
and Gentlemen:

On
behalf of Huntsman Corporation and Huntsman International LLC, we are
submitting this correspondence in response to the comments provided in your
letter dated June 2, 2009 with respect to the Huntsman Corporation and
Huntsman International LLC (collectively, the “company”) Annual Report on Form 10-K
referenced above (the “2008 10-K”). For your convenience, we have repeated each
of your comments below in the order presented in your letter, followed by the
company’s response.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 63.

1.             We note your
discussion regarding the fourth quarter decreases in average selling prices and
sales volumes.  We further note that as a
result of this decline in selling prices, you recognized a charge to write down
inventory during the fourth quarter 2008 and your margins have continued to
decrease over the past three years.
Please expand discussion, in future filings, to clarify the specific
impacts and risks of recent economic events to your business.  Enhance your overview discussion of how the
market for your products has been affected and the current and expected future
impact on your operations, financial position and liquidity.  This disclosure should provide detailed
information on your customers, recent order activity, expected trends,
management’s response for managing these events, potential future actions by
management and other detailed information.
Expand your liquidity discussion to address the expected impact to
current and future cash flows and how you expect recent economic events,
including the credit shortage, may affect other sources of liquidity such as
your current debt instruments, credit ratings and related covenants compliance.  In your response to this letter, please
provide a detailed description of proposed future disclosure.

Response:

The
company agrees that in future filings it will expand its discussion regarding
the impact of economic events and market conditions on its business.  Specifically, the company will expand the Overview disclosure in Management’s
Discussion and Analysis of Financial Condition and Results of Operations to
provide additional disclosure with respect to the impact of economic conditions
on the company’s operations, financial position and liquidity. Consistent with
the foregoing, the company will add an Outlook
subsection within its Overview
disclosure. In this subsection, the company will provide additional information
on material aspects of demand, including with respect to recent customer order
activity, known trends and uncertainties concerning customer activity and
management’s response to economic conditions.

The
company notes that it disclosed its expectation that the difficult economic
conditions in which it operated during 2008 would continue in the short-term,
and further disclosed management’s response to these conditions (for example,
the company’s 2009 cost reduction initiatives) on pages 63 and 64 of the
2008 Form 10-K.

With
respect to customers and order activity, the company notes that it disclosed
its customer order activity (sales volumes) in a table on page 73 of the
2008 Form 10-K. The company further notes that it sells products to
approximately 12,500 different customers and no single customer makes up more
than 2% of its revenues. Accordingly, the company believes that disclosure regarding
specific customers is not material. Notwithstanding this, however, the company

2

acknowledges
that “macro” information regarding customer activity is important and agrees
that it will provide enhanced disclosure concerning customer activity.

The
company further agrees that it will provide additional disclosure in future
filings on material aspects of liquidity, including with respect to known
trends and uncertainties relating to economic conditions and the company’s
debt, credit ratings and compliance with covenants. In the company’s Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2009
(the “Q1 2009 10-Q”), Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations,
Liquidity and Capital Resources, Transactions Affecting our Senior Credit
Facilities, beginning at p. 69, the company provided enhanced
disclosure concerning the financial covenant in its senior credit facilities
and will continue to focus on such disclosure in future filings.

Liquidity
and Capital Resources, page 82

Compliance
with Covenants, page 88

2.             We note you
have no borrowings outstanding on your Senior Credit Facility at December 31,
2008 but do have outstanding letters of credit under this agreement.  You also disclose that this agreement
contains one financial convent, the Secured Leverage Ratio, however, you have
not made an affirmative statement of whether or not you have passed your
covenant at December 31, 2008.  We
note that in April 2009, you obtained a waiver to the credit agreement
covenants that will be effective through June 2010.  For any material debt covenants, including
that financial covenant included in your A/R securities program, please
disclose the required ratios as well as the actual ratios as of each reporting
date.  This will allow readers to
understand how much cushion there is between the required ratios and the actual
ratios.  See Section I.D and IV.C of
the SEC Interpretive Release No. 33-8350.  Further ensure that your disclosure, in
future filings, discusses the impact that failing covenants would have on your
operations and liquidity, specifically addressing the alternative sources of
liquidity if availability under the credit facility was reduced or limited as
we note that you depend on your credit facility to provide liquidity for
operations and working capital needs.

Response:

On
page 88 of the 2008 10-K, the company stated, “Our management believes
that we are in compliance with the covenants contained in the agreements
governing our debt instruments, including our Senior Credit Facilities, our A/R
Securitization Program and the indentures governing our notes.” The company
intended this language to constitute an affirmative statement

3

that
it was in compliance with the secured leverage ratio covenant, along with each
of its other debt covenants.  As of December 31,
2008, the company’s secured leverage ratio was 3.40 compared to the covenant
test ratio of 3.75.  The covenant ratios
under the company’s accounts receivable securitization program were 0.77
(compared to the covenant test ratio of 2.50) for the “average aged receivables
ratio,” 1.28 (compared to the covenant test ratio of 4.00) for the “average
dilution ratio” and 2.29 (compared to the covenant test ratio of 5.00) for the “average
delinquency ratio.”

As
noted in the comment above, in the Q1 2009 10-Q, the company disclosed that it
obtained a waiver from its senior secured credit facility lenders, which
amended the secured leverage ratio covenant to 5.00. In the Q1 2009 10-Q, the
company indicated that it “remained” in compliance with its debt covenants. To
reiterate the 2008 10-K and Q1 2009 10-Q disclosure, the company believes that
it has not failed any of its debt covenants, including the secured leverage
ratio covenant. The company’s purpose in obtaining the waiver was not to address
a failure to comply with the secured leverage covenant but to minimize any risk
that it might fail the secured leverage covenant in future periods.

On
June 22, 2009, the company reached an agreement with Credit Suisse and
Deutsche Bank to settle its claims and end its litigation with the banks in
Texas state court. The company filed a Current Report on Form 8-K on June 23,
2009 regarding the settlement. Under the terms of the settlement agreement, the
company received $620 million in cash.
This cash provides additional “cushion” towards the secured leverage
ratio covenant for future periods.
However, it is important to note that the secured leverage ratio
covenant only is applicable if the company has outstanding borrowings
(including letters of credit) under the revolving credit facility of the
company’s senior credit facilities. As of December 31, 2008, March 31,
2009 and today, the company has no outstanding borrowings under the revolving
credit facility and $31 million in letters of credit as of March 31, 2009.
The company believes that, if it were ever necessary, by simply collateralizing
the letters of credit with available cash, the financial covenant would be
eliminated.  The revolving credit  facility expires in 2010.  The company believes it has and will have
adequate cash to allow it to avoid borrowing on the revolving credit facility
in future periods.

Currently,
the company believes that the revolving credit facility is not a material
component of its liquidity, and, accordingly, the disclosure of the related
financial ratios is not meaningful.
Furthermore, given the “cushion” in the covenant ratios under the
company’s accounts receivable securitization program, disclosure of such ratios
is also not meaningful. Nevertheless, to the extent such disclosure is
meaningful or required in future filings, the company will provide enhanced
disclosure concerning applicable debt ratios consistent with
SEC Interpretive Release

4

No. 33-8350.
The company agrees that it will provide enhanced disclosure regarding the
impact that a failure to comply with applicable debt covenants would be
expected to have on its liquidity in future filings.

Short-Term
and Long-Term Liquidity, page 89

3.             In connection
with your December 14, 2008 Settlement Agreement, you agreed to pay Apollo
and certain of its affiliates an amount of cash equal to 20% of the value of
cash and non-cash consideration that is in excess of $500 million that you may
obtain or receive in settlement in connection with claims you made against the
lenders involved in the merger agreement.
You further state that in no circumstance will the aggregate payments
exceed $425 million.  Tell us and
disclose in future filings how you determine that the amount will not exceed
$425 million and how you considered disclosing this contingent liability in
MD&A.

Response:

The
company disclosed in a Current Report on Form 8-K filed December 15,
2008 and in the 2008 10-K that it entered into a letter agreement (the “Apollo
Letter Agreement”) dated December 14, 2008 with Apollo, Hexion and certain
of their related parties. The Apollo Letter Agreement was filed as Exhibit 10.2
to the company’s Current Report on Form 8-K filed on December 15,
2008. The Apollo Letter Agreement expressly provides that “in no circumstance
shall the aggregate amount of any payments owed by Huntsman to the Apollo
Parties under this letter exceed $425 million.” Accordingly, the company
disclosed this fact as is noted in your comment above.

Because
the Apollo Letter Agreement provides for a potential allocation of recovery
amounts in litigation by the company against Credit Suisse and Deutsche Bank
and does not otherwise require the company to pay any amounts, the company
treated the allocation arrangement as a contingent liability against a
contingent asset. The company believes that the disclosure of its obligations
under the Apollo Letter Agreement in the 2008 10-K is consistent with terms of
the Apollo Letter Agreement.

Please
also note that the Apollo Letter Agreement states that “in the event trial
commences in the Texas Action Against the Banks, any interest on the part of
the Apollo Parties shall terminate immediately, and Huntsman shall not owe any
portion of any subsequent recovery to the Apollo Parties under this letter.”
The company also disclosed this information in the 2008 10-K. The referenced
trial commenced on June 15, 2009. As noted in the response above, on June 22,
2009,

5

the
company reached a settlement with the banks, and, pursuant to the express terms
of the Apollo Letter Agreement, neither Apollo, Hexion nor any of their related
parties is entitled to any portion of the settlement proceeds. The company will
provide disclosure regarding the termination of its obligations under the
Apollo Letter Agreement in one or more future filings.

Critical
Accounting Policies, page 92

3.                                       Considering the
material nature of your inventory balance and your most recent $34 million
write down to inventory during the fourth quarter 2008, please expand your
critical accounting policies to include an inventory policy that discusses the
nature of your inventory and your valuation process.  Please disclose the nature of the inventory
that was written down in the fourth quarter.
Quantify the amount of inventory that remains for the inventory items
that have reserves allocated to them and discuss the facts and circumstances
surrounding management’s determination of the amount of write downs recorded
each period.  Please provide a robust
discussion of your inventory valuation methods and underlying assumptions.  Additionally, tell us what consideration was
given to disclosing your inventory account activity in your Schedule II, as
required in Rule 12-09 of Regulation S-X.

Response:

In
future filings, the company will revise its critical accounting policies in
accordance with this comment to include disclosures similar to the following:

Inventory

Inventories are stated at the lower of cost or market, with cost
determined using last-in first-out, first-in first-out, and average cost
methods for different components of inventory.
Market is determined based on net realizable value for finished goods
inventories and replacement cost for raw materials and work-in-process
inventories.  In periods of declines in
the selling prices of our finished products, inventory carrying values may
exceed the net realizable value upon sale, resulting in a lower of cost or market
charge. We evaluate the need for a lower of cost or market adjustment to
inventories based on the period-end selling prices of our finished products.

As a result of the
recent decline in selling prices, we recognized a charge of $34 million in the
fourth quarter of 2008 to write our inventories down to the lower of cost or
market values.  This lower of cost or
market adjustment was recorded primarily on finished goods inventories, as well
as some of the raw materials inventories expected to be used in the production
of such finished goods inventories. The charge resulted primarily from declines
in MDI selling prices in Asia, as well as sharp declines in raw materials
prices for benzene prior to period end.
The write-down represented

6

an approximately 6% and
34% decrease to our total MDI and benzene inventories, respectively, and our
MDI and benzene inventories represented 15% and 2% of our total consolidated
inventories, respectively.

The
company considered the need to disclose the inventory write-down noted above in
Schedule II, but it believed that the write-down in the carrying amount of the
inventories from cost to market created a new “cost basis” for the related
inventories, consistent with guidance provide in SEC Topic 5.BB, rather than a
reserve account that would be required to be disclosed in accordance with Rule 12-09
of Regulation S-X.

4.                                       Considering the
decline in your stock price and the impact of recent economic events, please
expand, in future fi

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

         June 3, 2009  Room 7010  J. Kimo Esplin Executive Vice President and Chief Financial Officer Huntsman Corporation 500 Huntsman Way Salt Lake City, Utah 84108

Re: Huntsman International LLC
File No. 333-85141
Huntsman Corporation
 File No. 001-32427  Form 10-K for Year Ended December 31, 2008
Dear Mr. Esplin:
 We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may 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 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 Year Ended December 31, 2008

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Overview, page 63

1. We note your discussion regard ing the fourth quarter decr eases in average selling
prices and sales volumes.   We further note that as a result of this decline in
selling prices, you recognized a charge to  write down inventor y during the fourth

J. Kimo Esplin
Huntsman Corporation
June 2, 2009 Page 2
quarter 2008 and your margins have conti nued to decrease ov er the past three
years.  Please expand discussion, in future  filings, to clarify the specific impacts
and risks of recent economic events to your business.  Enhance your overview discussion of how the market for your pr oducts has been affected and the current
and expected future impact on your opera tions, financial position and liquidity.
This disclosure should provide detailed information on your customers, recent order activity, expected trends, mana gement’s response for managing these
events, potential future actions by manage ment and other detailed information.
Expand your liquidity discussion to addre ss the expected imp act to current and
future cash flows and how you expect recent economic events, including the credit shortage, may affect other sources of liquidity such as  your current debt
instruments, credit ratings and related c ovenant compliance.  In your response to
this letter, please provide a detailed desc ription of proposed future disclosure.

Liquidity and Capital Resources, page 82

Compliance with Covenants, page 88

2. We note you have no borrowings outstandi ng on your Senior Cr edit Facility at
December 31, 2008 but do have out standing letters of credit under this agreement.
You also disclose that this agreement c ontains one financial convent, the Secured
Leverage Ratio, however, you have not made  an affirmative statement of whether
or not you have passed your covenant at December 31, 2008.  We note that in April 2009, you obtained a waiver to the cr edit agreement covenants that will be
effective through June 2010.  For any mate rial debt covenants, including the
financial covenant included  in your A/R securitization program, please disclose
the required ratios as well as the actual ratios as of each reporting date.  This will allow readers to understand how much cushion there is between the required ratios and the actual ratios .  See Sections I.D and IV.C of the SEC Interpretive
Release No. 33-8350.  Further ensure that  your disclosure, in future filings,
discusses the impact that failing cove nants would have on your operations and
liquidity, specifically addressing the alternat ive source of liquidity if availability
under the credit facility was reduced or limited as we note that you depend on your credit facility to provide liquidity for operations and working capital needs.

Short-Term and Long-Term Liquidity, page 89

3. In connection with your December 14, 2008 Settlement Agreement, you agreed to
pay Apollo and certain of its affiliates an amount of cash equal to 20% of the value of cash and non-cash consideration that is in excess of $500 million that you
may obtain or receive in settlement in connection with clai ms you made against
the lenders involved in the merger agreement.  You further state that in no circumstance will the aggregate paym ents exceed $425 million.  Tell us and
disclose in future filings, how you determined that the amount will not exceed

J. Kimo Esplin
Huntsman Corporation
June 2, 2009 Page 3
$425 million and how you considered disclosing this contingent liability in MD&A.

Critical Accounting Policies, page 92

3. Considering the material nature of your inventory balance and your most recent $34 million write down to inventory dur ing the fourth quarter 2008, please
expand your critical accounting policies to include an inventory policy that
discusses the nature of your inventory and your valuation process.  Please disclose
the nature of the inventory that was writ ten down in the fourth quarter.  Quantify
the amount of inventory that remains for the inventory items that have reserves
allocated to them and discuss th e facts and circumstances surrounding
management’s determination of the amount of write downs recorded each period.
Please provide a robust discussion of your inventory valuation methods and
underlying assumptions.  Additionally, tell us what consideration was given to
disclosing your inventory reserve account activity in your Schedule II, as required
in Rule 12-09 of Regulation S-X.
 4. Considering the decline in your stock pr ice and the impact of recent economic
events, please expand, in future filings, th e discussion of your critical accounting
policies for goodwill and long lived assets to provide more specific information
about management’s insights and assumptions.  For example:
• Expand your discussion of goodwill to quantify the significant assumptions
used, include a sensitivit y analysis of significant assumptions, and provide
information as to known trends, uncertainties or other factors reasonably likely to result in material impairment charges in future periods.  For any reporting units with a carryi ng value that is not signifi cantly different from the
estimated fair value, please disclose  the amount of goodwill for the reporting
unit and the amount of headroom.  Specifically address the operating
performance of your Materials and Effects segment, which appears to be the segment that contains the largest am ount of goodwill, and its impact on your
goodwill impairment analysis.
• Revise your asset impairment policy to clarify whether or not an impairment
test was actually performed on your  long lived assets under SFAS 144 at
December 31, 2008.  Please disclose the re sults of those tests to the extent
they were performed, and if no test was performe d explain how you
considered that one was not necessary under paragraph 8 of SFAS 144.  Note for future periods, disclosing whether or  not a SFAS 144 analysis was actually
performed would clearly inform investor s whether the absence of impairment
charges is due to management’s determination that the SFAS 144 test were not required as a result of no trigge ring events or because there were
triggering events present and management s estimate of cash flow projections
exceeded asset carrying values resulting in no impairment charges.

J. Kimo Esplin
Huntsman Corporation
June 2, 2009 Page 4
Given the current economic conditions, this detailed information will provide the reader with a greater insi ght into the quality and va riability of your financial
position and operating results.  Refer to Release No. 33- 8350 “Interpretation:
Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations.”
 5. As noted above, your stock price declin ed from $20.86 in June 2008 to $3.44 at
December 31, 2008.  Your market ca pitalization at December 31, 2008 is
significantly less than tota l stockholders’ equity, whic h is an indicator your
goodwill, intangible assets and other long- lived assets may be impaired.  You
state that you review goodwill for impairment annually, at the beginning of the third quarter.  Tell us whether or not this decline in market cap and stock price has triggered an interim impairment te st under SFAS 142 and SFAS 144.  Explain
how you determined goodwill, intangible asse ts and other long-lived assets are
recoverable in the current market environment.

  As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing any amendment and your responses to our comments.

  We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United

J. Kimo Esplin
Huntsman Corporation June 2, 2009 Page 5
States.

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 direct questions to Melissa Rocha, Staff Accountant at (202) 551- 3854
or me at (202) 551-3355.
Sincerely,   Terence O’Brien Branch Chief

CORRESP
1
filename1.htm

[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

2

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.

3

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

4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        May 8, 2009  Mail Stop 7010
Via U.S. Mail and Facsimile

J. Kimo Esplin Executive Vice President and Chief Financial Officer Huntsman Corporation 500 Huntsman Way Salt Lake City, Utah 84108

Re: Huntsman Corporation
 Form 10-K/A for Fiscal Year Ended December 31, 2008  Filed on April 30, 2009  File No. 001-32427

Dear Mr. Esplin:
 We have limited our review of your filing to those issues we have addressed in
our 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
information so we may better understand your  disclosure.  After reviewing this
information, we may 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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 in centive compensation.  Please note that while you disclose that

J. Kimo Esplin
Huntsman Corporation May 8, 2009
Page 2

the EBITDA gets adjusted on the same ba sis and factors as the adjusted EBITDA
reported in your “fiscal-year-end earnings re lease”, in accordance with Instruction 5
of Item 402(b) of Regulation S-K, your disc losure needs to identify how this measure
was calculated from your audited fina ncial statements.  Please advise.

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 report ed in the table on page 12 and provide
substantive analysis and insight into why the Compensation Committee determined
that the levels of compensation were appropr iate in light of the factors considered.

* * *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of a ny amendment to expedite our review.  Please
furnish a cover letter that keys your res ponses to our comments and provides any
requested information.  Detailed cover lette rs greatly facilitate our review.  Please
understand that we may have additional commen ts after reviewing your responses to our
comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

J. Kimo Esplin
Huntsman Corporation May 8, 2009
Page 3

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 Era Anagnosti, Staff Attorney, at (202) 551-3369 or, in her
absence, the undersigned at (202) 551-3397 if  you have any questions regarding these
comments.
Sincerely,    Jay E. Ingram Legal Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

         August 21, 2008  Room 7010  J. Kimo Esplin Executive Vice President and Chief Financial Officer Huntsman Corporation 500 Huntsman Way Salt Lake City, Utah 84108

Re: Huntsman Corporation
 Form 10-K for Year Ended December 31, 2007  File No. 001-32427

Dear Mr. Esplin:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,   Terence O’Brien Branch Chief

CORRESP
1
filename1.htm

[Letterhead of Stoel Rives LLP]

  NATHAN W. JONES

  Direct (801)
  578-6943

  nwjones@stoel.com

August 14, 2008

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

Pamela Long, Assistant Director

Era Anagnosti, Attorney

Craig Slivka, Attorney

Re:                             Huntsman
Corporation

Form 10-K for the Year Ended December 31,
2007

File No. 001-32427

Ladies and Gentlemen:

On behalf of Huntsman Corporation, we are submitting this
correspondence in response to the comments provided in your letter dated August 4,
2008 with respect to the company’s Annual Report on Form 10-K referenced
above. As you know, each comment indicates that the company should provide
additional information in its future filings. The company agrees that it will
provide additional information responsive to each of the comments in its future
filings. The company further acknowledges that it is responsible for the
adequacy and accuracy of disclosure in its filings; 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 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) 578-6943.

  Very truly yours,

  STOEL RIVES LLP

  /s/ Nathan W. Jones

  Nathan W. Jones

cc:                                J.
Kimo Esplin

Samuel D. Scruggs

L. Russell Healy

Randy W. Wright

Sean H. Pettey

2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        August 4, 2008

Room 7010

J. Kimo Esplin
Executive Vice President and Chief Financial Officer
Huntsman Corporation
500 Huntsman Way
Salt Lake City, Utah 84108

Re: Huntsman Corporation
 Form 10-K for Year Ended December 31, 2007
 File No. 001-32427

Dear Mr. Esplin:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may 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 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 Year Ended December 31, 2007

Legal Proceedings, page 51

1. With respect to the putative class action antitrust suit pending in California state
court that alleges a conspi racy to fix prices of certain rubber and urethane
products in California and the MTBE Litigation, we note that your discussion on
page 54 does not provide information about  the name of the court in which the
proceedings are pending and the date the proceedings were instituted.  In future

J. Kimo Esplin
Huntsman Corporation
August 4, 2008 Page 2
filings, please include this information in accordance with Item 103 of Regulation
S-K, or otherwise, tell us why th is information is not required.

Amendment No.1 to Annual Report on Form 10-K Filed on April 29, 2008

Executive Compensation, page 4
Compensation Discussion and Analysis, page 4

 Elements of Executive Compensation, page 7

2. While we note your disclosure about the subjective assessment of a named
executive officer’s personal perfor mance, it remains unclear how the
compensation committee measures achiev ement of the various performance
components (such as Debt Reduction, SOX Compliance Personal Performance and Divisional EBITDA EH&S), and whether the performance goals within each compliance objective are different for each named executive officer.  The compensation discussion and analysis s hould be sufficiently precise to identify
material differences in compensation polic ies with respect to individual named
executive officers.  In future filings, if a named executive officer’s personal
performance is measured against pre-esta blished personal goals, please disclose
them to the extent material in dete rmining the amount of  the incentive award
payment.  Refer to Section II.B.1 of Commission Release No. 33-8732A.

3. With respect to the project bonuses discu ssed on page 11, in future filings please
disclose more detail regarding  the factors taken in consideration by the
compensation committee in determining the amount of this bonus. Your
discussion should provide a comprehensiv e analysis of the substance of the
compensation committee’s decision.

Summary Compensation Table, page 16

4. In future filings, please describe th e methodology for computing the aggregate
incremental cost of perqui sites as required by Instruc tion 4 to Item 402(c)(2)(ix)
of Regulation S-K.

Potential Payments Upon Termination or Change of Control, page 23

5. In future filings, to the extent there ar e any material conditions or obligations
applicable to the receipt of payments or benefits, including non-compete, non-

J. Kimo Esplin
Huntsman Corporation
August 4, 2008 Page 3
solicitation and confidentiality agreements, please describe and explain such provisions.  See Item 402(j) (4) of Regulation S-K.

6. In future filings, please describe and expl ain how the appropriate payment and benefit
levels, such as the multiples of pay, are determined under the various circumstances
that trigger payments or provision of benefits under the change of control
arrangements.  See paragraphs (b)(1)(v) and (j)(3) of Item 402 of Regulation S-K.
Also discuss how these arrangements fit in to your overall compensation objectives
and affect the decisions you made regard ing other compensation elements and the
rationale for decisions made in conne ction with these arrangements.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

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

J. Kimo Esplin
Huntsman Corporation
August 4, 2008 Page 4
of your filing or in response to our comments on your filing.

 You may direct questions to Era Ana gnosti, Attorney at (202) 551- 3369, Craig
Slivka, Attorney (202) 551-3729, Pamela Long, Assistant Director at (202) 551-3765 or
me at (202) 551-3355.

Sincerely,

Terence O’Brien
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        J u l y  3 ,  2 0 0 7

Room 7010

J. Kimo Esplin
Executive Vice President and Chief Financial Officer
Huntsman Corporation
500 Huntsman Way
Salt Lake City, Utah 84108

Re: Huntsman Corporation
 Form 10-K for Year Ended December 31, 2006
 File No. 001-32427

Dear Mr. Esplin:

 We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

Sincerely,

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

  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.

 2

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

 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        June 5, 2007

Room 7010

J. Kimo Esplin
Executive Vice President and Chief Financial Officer
Huntsman Corporation
500 Huntsman Way
Salt Lake City, Utah 84108

Re: Huntsman Corporation
 Form 10-K for Year Ended December 31, 2006
 File No. 001-32427

Dear Mr. Esplin:

We have reviewed your response letter dated May 11, 2007 and have the following
comment.  Where indicated, we think you should revi se your document.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this inform ation, we may raise additional comments.

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 a nd further noted the changes you made to
your internal control over financial reporti ng as a result of the material weakness
noted at December 31, 2006.  Please expand your disclosure to disclose whether
the company believes the material weakne ss still exists at March 31, 2007, and to
explain how management has determined th at disclosure controls and procedures
are now effective given the materi al weakness noted at December 31, 2006.

 You may contact Melissa Rocha at (202) 551- 3854 or me at (202) 551-3355 if you have
questions regarding comments on the financ ial statements and related matters.

Sincerely,

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

May 11, 2007

  Nathan W. Jones

  Direct (801)
  578-6943

  nwjones@stoel.com

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
comments provided in your letter dated May 3, 2007 with respect to the company’s
Annual Report on Form 10-K referenced above (the “2006 10-K”). For your
convenience, we have repeated each of your comments below in the order
presented in your letter, followed by the company’s response.

Form 10-K for Year Ended December
31, 2006

Liquidity and Capital Resources,
page 82

1.                                      Your
liquidity discussion largely reiterates what is presented in the statement of
cash flows with little explanation of the reason for increases and decreases.
Please

                                                revise
your discussion to address the reasons for the changes in operating assets and
liabilities.  For example, we note that
your change in receivables has had a material impact on your operating cash
flows.  Please disclose your DSO for each
period and explain any variances.  Revise
to provide expanded disclosure which will indicate the Company’s ability to
adjust its future cash flows to meet needs and opportunities, both expected and
unexpected.  Refer to FRR 501.03 and SEC
Release 33-8350.

Response:

The company believes that
the “Liquidity and Capital Resources” disclosure in the 2006 10-K (please see
pages 82-92) appropriately explains the reasons for changes in operating assets
and liabilities and describes the company’s ability to meet expected and
unexpected cash flow needs. Specifically, “Changes in Financial Condition” on
pages 84-85 of the 2006 10-K provides analysis of the changes in current assets
and liabilities, including the key reasons for such changes. In “Short-Term and
Long-Term Liquidity” on pages 89-90 of the 2006 10-K, the company provides a
detailed discussion of the matters it expects to impact its future liquidity. The
company further believes that this disclosure is consistent with FRR 501.03 and
SEC Release 33-8350.

With regard to DSO, given
the changes in the company’s business resulting from its recent acquisition and
divestiture activities, the company does not believe this measure is relevant
in explaining changes in its accounts receivable. As disclosed on page 84 of
the 2006 10-K, the company’s accounts receivable were lower primarily due to an
increase in outstanding receivables sold under the A/R Securitization Program
(as defined in the 2006 10-K) and lower accounts receivable from the company’s
U.S. base chemicals business which resulted from lost sales at the Port Arthur
olefins manufacturing plant that was damaged by fire.

Note 3. Discontinued Operations, page F-21

2.                                      With
regard to the January 2007 sale of your Australian polyester resins assets,
please tell us the carrying amount and classification of the assets and
liabilities included in the sale to Nuplex on the balance sheet as of December
31, 2006, as well as the amount of expected gain or loss on the sale.  Also tell us your consideration of paragraphs
30-31 and 41-43 of SFAS 144, in determining that this sale did not qualify for
assets held for sale or discontinued operations presentation during the year
ended December 31, 2006.  As part of your
response, please provide us with a timeline of events leading up to your
agreement to sell these assets and a comprehensive description of the tolling
agreement and how this agreement impacted your determination that discontinued
operations presentation was not appropriate.

 2

Response:

On November 2, 2006, the
company entered into a conditional agreement for the sale of the composites
assets of the Australian styrenics business (the “Composites Assets”) to Nuplex
Industries (Aust) Pty Ltd (“Nuplex”). On January 4, 2007, the company completed
the sale of the Composites Assets to Nuplex for A$9.6 million (approximately
$7.5 million) in cash, plus the value of inventory at the date of sale of
$A10.7 million (approximately $8.3 million).
The Composite Assets included inventories, property, plant and
equipment, intellectual property rights, manufacturing instructions, product
specifications, customer lists and all other property, rights and assets used
exclusively in operating the Composites Assets.

During the third quarter
of 2005, the company’s management determined that the long-lived Composites
Assets were completely impaired. Management made this determination in
connection with its evaluation of the impairment of the company’s Australian
styrenics business. The Composite Assets are a subset of the Australian
styrenics business and do not represent a component of an entity, as the
Composite Assets’ operations and cash flows are not clearly distinguished from
the rest of the Australian styrenics business. Accordingly, the long-lived
Composites Assets had a net book value of $0 at the date of sale. Among the
Composites Assets, the only asset with a carrying value at the date of sale was
inventory, which had a net book value of approximately $8.3 million.  In its evaluation of SFAS No. 144, the
company concluded that the Composites Assets met the criterion for held for
sale classification as of December 31, 2006. However, given the immaterial
amount of the assets held for sale (which consisted entirely of $8.3 million of
inventory, representing 0.5%, 0.2% and 0.09% of the company’s consolidated
inventories, current assets and total assets, respectively, as of December 31,
2006), the company determined not to disclose the assets held for sale as a
separate line item on its December 31, 2006 balance sheet. As disclosed in its
recently filed Form 10-Q for the quarterly period ended March 31, 2007, the
company recognized a pretax gain on the sale of the Composite Assets of $4.1
million in the first quarter of 2007.

In connection with the
sale agreement, the company also entered into a tolling agreement with Nuplex
whereby the company will continue to manufacture product using the Composites
Assets.  Nuplex owns the Composite Assets
which are located at the company’s Australian styrenics manufacturing site. The
company will manufacture product for Nuplex, but the company can also continue
to use the Composite Assets for the manufacture of its own products, provided
this does not interfere with the Nuplex production schedule. The tolling
agreement expires January 2009. The following is a summary of certain key
provisions from the tolling agreement:

·                  The
company will use assets and personnel at its West Footscray site to manufacture
composite products (“Products”) on a tolling basis for Nuplex using raw
materials and/or packaging and storage materials supplied by Nuplex.

 3

·                  Following
manufacture of Products, Nuplex will be responsible for the removal of the
Products. Nuplex will also be responsible for the removal of unused goods,
including any at the expiration of the agreement.  Cost of storage is included in the “base fee”
component of the toll fee.

·                  Base
fee:

·                  Fixed
component - $A419,313.69 per month, while producing gelcoats (9 months), and
$A330,957.20 per month thereafter (to January 2009) less agreed step
reductions, e.g. as a result of Nuplex orders materially reducing below a
minimum defined quantity.

·                  The
base fee is expected to have offsetting expenses, which will be included in the
operating expenses for the plant, and is thus anticipated to be earnings
neutral after associated expenses.

·                  Costs
to be reimbursed by Nuplex:

·                  Technology
license royalties;

·                  Additional
labor required to be supplied by the company;

·                  Allocation
of volume costs, including usage of electricity, water, effluent, nitrogen,
steam, water cooling, compressed air, natural gas and waste oil; and

·                  New
taxes, duties, etc.

·                  Manufacturing
expense:  Nuplex is responsible for
procuring, arranging and paying for raw materials, packaging and storage
materials, transport of materials to and collection of products from the
company’s site.  Where the company cannot
provide storage in excess of a base storage amount, Nuplex is responsible for
the additional storage requirements.

·                  Term:

·                  Gelcoats
— nine months from commencement (until September 2007); and

·                  Other
products (resins) — two years from commencement (until January 2009).

In determining that
discontinued operations treatment was not appropriate, the company reviewed the
guidance in SFAS No. 144, par. 42, and EITF 03-13 as it relates to the tolling
arrangement.  The company believes that
it will have significant continuing direct cash flows from the Composite Assets
after the sale from the continuation of activities as well as significant

 4

continuing involvement in
the operations of the Composite Assets. As noted above, the company will
operate the Composite Assets and may continue to use the Composite Assets for
the manufacture of its own products.
Prior to its sale, the company estimates that revenues relating to the
Composite Assets were approximately $A50 million (approximately $37 million)
and costs were approximately $A41 million (approximately $30 million) which
represent raw materials and direct manufacturing costs. Note that these cash
flows do not reflect an allocation of shared Australian styrenics overhead and
indirect manufacturing costs. Subsequent to the sale, the company estimates
that revenues and costs related to the tolling arrangement will be
approximately $A5 million each (approximately $4 million) and represent
approximately 10% and 12% of the estimated pre-sale revenues and costs,
respectively, of the Composite Assets. The company believes that these
continuing cash flows are significant with respect to the pre-sale revenues and
costs of the Composite Assets.

Furthermore, the company
assessed the guidance in SFAS No. 144, par. 41, and does not consider the
operations and cash flows of the Composite Assets to be clearly distinguishable
from the other manufacturing assets at the Australian styrenics business.  The Composite Assets’ cash flows and
corporate activities are combined with other major product lines of the
Australian styrenics business, and, as such, are not considered to be a separate
component of the Australian styrenics business.

Note 20. Commitments and Contingencies, page F-64

3.                                      With
regards to your Discoloration claims, we note your response letter dated May
31, 2006 to the Staff’s letter dated May 1, 2006 which indicates that you
expect to settle and pay the two remaining clams by the end of 2006.  Your disclosure on page F-65 indicates that
these two claims are still unresolved and the asserted damages are
approximately $70 million.  Please
tell us the status of these claims at December 31, 2006, including how much you
have accrued for these claims and when you anticipate settling and paying these
claims.

Response:

As of December 31, 2006,
the two discoloration claims remained unresolved. One of these claims was brought
in the courts of the Republic of Ireland. The judge in this case has indicated
that the case may come to trial later in 2007. The other claim was brought in
France, and, as of yet, no claim has been filed with the courts. In the French
case, as of December 31, 2006, negotiations were underway with insurance
companies relating to liability. These negotiations continue to date. Based on
the company’s experience with these cases and the advice of legal counsel and
forensic accountants, the company has accrued an appropriate amount for these
claims. The company disclosed the amount of the accrual in a letter from the
undersigned to the Commission dated May 31, 2006 in response to the Commission’s
comment letter dated May 1, 2006, and the company has not changed the amount of
the accrual since that time as management believes that amount is still the
best estimate of the probable liability. The company believes that

 5

these cases will be
either settled or adjudicated and paid by the end of 2007. However, the company
also believes that there is a reasonable possibility that one or both claims
may not be settled or adjudicated and paid in this time frame.

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

·                  that
it is responsible for the adequacy and accuracy of the disclosure in its
filing;

·                  that
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 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

  /s/ Nathan W. Jones

  Nathan W. Jones

  cc:

  Samuel D. Scruggs

  Randy W. Wright

  Sean H. Pettey

 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        M a y  3 ,  2 0 0 7

Room 7010

J. Kimo Esplin
Executive Vice President and Chief Financial Officer
Huntsman Corporation
500 Huntsman Way
Salt Lake City, Utah 84108

Re: Huntsman Corporation
 Form 10-K for Year Ended December 31, 2006
 File No. 001-32427

Dear Mr. Esplin:

We have reviewed the above referenced f iling and have the following comments.  Please
note that we have limited our review to the matters addressed in the comments below.  We may ask
you to provide us with supplemental information so we may better understand your disclosure.
Please be as detailed as necessary in your explanati on.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure require ments and to enhance the overall disclosure in
your filing.  We look forward to working with yo u in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel free to call us at the
telephone numbers listed at th e end of this letter.

Form 10-K for Year Ended December 31, 2006

Liquidity and Capital Resources, page 82

1. Your liquidity discussion largely reiterates wh at is presented in the statement of cash
flows with little explanation of the reason fo r increases and decreases.  Please revise your
discussion to address the reasons for the chang es in operating assets and liabilities.   For
example, we note that your change in receivables has had a material impact on your
operating cash flows.  Please disclose your DSO for each period and explain any
variances.  Revise to provide expanded disclosure which will indicate the Company’s ability to adjust its future cash flows to m eet needs and opportunities, both expected and
unexpected.  Refer to FRR 501.03 and SEC Release 33-8350

J. Kimo Esplin
Huntsman Corporation
May 3, 2007 Page 2

Note 3. Discontinued Operations, page F-21

2. With regard to the January 2007 sale of your Australian polyester resins assets, please tell
us the carrying amount and classification of the assets and liabilities included in the sale
to Nuplex on the balance sheet as of December 31, 2006, as well as the amount of expected gain or loss on the sale.  Also, te ll us your consideration of paragraphs 30-31
and 41-43 of SFAS 144, in determining that that this sale did not qualify for assets held for sale or discontinued operations presenta tion during the year ended December 31,
2006.  As part of your response, please provide us with a timeline of events leading up to your agreement to sell these assets and a comprehensive description of the tolling agreement and how this agreement impact ed your determination that discontinued
operations presentation was not appropriate.

Note 20. Commitments and Contingencies, page F-64

3. With regards to your Discoloration claims, we note your response letter dated May 31,
2006 to the Staff’s letter dated May 1, 2006 which indicates that you expect to settle and
pay the two remaining claims by the end of 2006.  Your disclosure on page F-65 indicates that these two claims are still unresolved and the asserted damages are
approximately $70 million.  Please tell us the status of these claims at December 31, 2006, including how much you have accrued for these claims and when you anticipate
settling and paying these claims.

 As appropriate, please ame nd your filing and respond to these comments within 10
business days or tell us when you will provide  us with a response.  Please submit all
correspondence and supplemental materials on EDGA R as required by Rule 101 of Regulation S-
T.  You may wish to provide us with marked c opies of any amendment to expedite our review.
Please furnish a cover letter with any amendment that keys your responses to our comments and
provides any requested information.  Detailed cove r letters greatly facilitate our review.  Please
understand that we may have additional comme nts after reviewing any amendment and your
responses to our comments.

  We urge all persons who are responsible fo r the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they ar e responsible for the accuracy and adequacy of
the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a 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 r esponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

J. Kimo Esplin
Huntsman Corporation
May 3, 2007 Page 3

‚ the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federa l securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.

 You may contact Melissa Rocha at (202) 551- 3854 or me at (202) 551-3355 if you have
questions regarding comments on the financ ial statements and related matters.

Sincerely,

Terence O’Brien
Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      February 2, 2005

Mail Stop 0510

By U.S. Mail.

Samuel S. Scruggs
Executive Vice President, General Counsel and
Secretary
Huntsman Corporation
500 Huntsman Way
Salt Lake City, UT 84108

Re: 	Huntsman Corporation
	Form S-1, amendment number 2, filed January 28, 2005
	File No. 333-120749

Dear Mr. Scruggs:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, 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 review 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.

Fee Table

1. Please separately disclose the maximum aggregate offering price
for the common stock and the preferred stock.  When relying on
Rule
457(o), except when using the unallocated shelf procedure
available
to Form S-3-eligible companies, the aggregate dollar amount
associated with each class of securities offered must be disclosed
in
the "Calculation of Registration Fee" table.  See SEC Release No.
33-
7168 (May 11, 1995).  Please also indicate the amount of common
shares you are registering for issuance upon conversion of the
preferred stock.

Dilution, page 35

2. Please revise the dilution table to include the shares
underlying
options that officers, directors and affiliates have the right to
acquire.  Refer to Item 506 of Regulation S-K.

Management`s Discussion and Analysis, page
Restructuring and Plant Closing Costs, page 85

3. We note your response and revised disclosure for prior comment
8.
However, it does not appear that your disclosure provides the
information requested.  For each restructuring activity that
remains
in process as of September 30, 2004, please state the reasonably
likely effects these activities may have on future earnings and
cash
flows, including quantification of these reasonably likely effects
and when the effects are expected to be realized.  We note that
for
your 2004 activities, you state that you should recover your
restructuring and plant closing costs within one to two years.
While
important information, your disclosure does not convey to an
investor
how these activities are going to impact future earnings and cash
flows.   Refer to SAB Topic 5:P.4 for guidance.

Principal and Selling Stockholders, page 163

4. We reissue our prior comment 12.  The requested information
still
appears to be missing.

Huntsman Holdings, LLC financial statements for the nine-months
ended
September 30, 2004 and the year ended December 31, 2003

2.  Summary of Significant Accounting Policies, Revenue
Recognition

5. We note the analysis you prepared in response to prior comment
16
for the impact of recognizing revenue at the time shipment is made
rather than based on the actual sales terms and have the following
additional comments.

* It does not appear appropriate to us to assess this impact using
pro forma financial information.  Please revise your analysis
using
information derived from Huntsman`s historical financial
statements
and assess the materiality of such analysis to each historical
interim and annual period presented.
* Please provide us with a similar analysis of the impact on HIH
and
Adman`s standalone financial statements.  This analysis should
clearly demonstrate the impact of recognizing revenue at the time
of
shipment instead of in accordance with the sales terms on HIH and
Adman`s total sales and total operating income for each historical
period presented.
* If the revised above analysis for HIH demonstrates that the
impact
of recognizing revenue at the time of shipment versus the actual
sales terms for each period presented is not material to HIH,
please
remove the term "generally" from High`s revenue recognition
accounting policy.
* Please revise your policy to indicate when title passes.

21.  Commitments and Contingencies, Legal Matters

6. We note your response to prior comment 21 and have the
following
additional comments regarding your asbestos contingencies.

* We note that your disclosures and accruals for asbestos exposure
lawsuits only address claims for which a prior owner has not
accepted
defense under Huntsman Lilac`s indemnity agreements.  Unless you
can
demonstrate that you have been legally released from being the
primary obligor under these asbestos related lawsuits, we believe
you
must revise your disclosure and accounting to address all asbestos
claims filed against you.  In this regard, your disclosures and
accounting should be revised to address the following:
o Record your estimated liability without regard to the indemnity
agreement. In this regard, you state that "Among the 49 claims
pending against us as of September 30, 2004...Huntsman does not
have
sufficient information at the present time to estimate any
liability
for these claims."  Please revise your disclosure to address your
estimated legal liability regarding all claims currently pending
against you.  In this regard, given the historical payments made
by
your indemnities, it would not appear reasonable to us for you to
conclude that the minimum amount of your range of loss is zero.
Your
disclosure should also address the extent to which unasserted
claims
are reflected in any accrual or may affect the magnitude of the
contingency.
o To the extent that you have probable recoveries under your
indemnity agreement, you should record them on a gross basis.
o Your SAB Topic 5Y disclosures, including the roll forward of
lawsuits for each period presented; the amount or range of amounts
claimed for each lawsuit for each period presented; and the
aggregate
costs and settlement amounts for each period presented must be
presented for all claims, whether indemnified or not.
* If applicable, disclose the maximum amount Chevron Texaco will
indemnify you under the agreement.

7. We note your response to prior comment 22.  Please revise your
filing to state that with regard to your the alleged property
damage
and personal injury based upon exposure to toxic air emissions
almost
all of the claims filed do not contain the amount of the damages
being sought.  For those claims that do include the amount of
damages
being sought, disclose the amount or range along with the number
of
claims the amount or range relates.

8. We note your response and revised disclosure for prior comment
23
regarding your discoloration claims.  Please revise your
disclosure
to indicate the amount you have accrued.  Also address the extent
to
which unasserted claims are reflected in your accrual or may
affect
the magnitude of the contingency.  Refer to Question 2 of SAB
Topic
5: Y for guidance.

Exhibit 5.1 - Draft Legal Opinion

9. Please file your legal opinion with your next amendment.

10. The legality opinion contemplates delivery of Convertible
Preferred Stock.   Please revise the opinion to remove this
reference, as we understand that these securities will be issued
in
book-entry form only.

11. Please revise your opinion at (c) to include the shares of
common
stock into which your Convertible Preferred Stock converts.

12. Please explain what you mean by "and related matters" in your
opinions at (a) and (c) or delete this language.

13. We reissue our comment 27 with respect to your assumption in
opinion (c) (i).

*	* 	*

Closing Comments
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct questions regarding accounting comments to
Tracey
Houser at
(202) 942-1989, or in her absence, to Jeanne Baker, Assistant
Chief
Accountant at
(202) 942-1835.  Direct questions on other disclosure issues to
Lesli
Sheppard at (202) 942-1887 or the undersigned at (202) 942-1950.

					Sincerely,

      Pamela A. Long
					Assistant Director

cc:	Jeffery B. Floyd (via facsimile 713/615-5655)
	Vinson & Elkins L.L.P.
	1001 Fannin, Suite 2300
	Houston, TX 77002

??

??

??

??

Samuel D. Scruggs
Huntsman Corporation
Page 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

February 8, 2005

Securities
and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

RE:Huntsman
Corporation

Common Stock and Mandatory Convertible Preferred Stock

File No. 333-120749, Form S-1

Dear
Sirs:

In
connection with the proposed offering of the above-captioned Securities, we wish to advise you that we hereby join with the Registrant's request that the effective date of the above-captioned
Registration Statement be accelerated so that the same will become effective on February 10, 2005 at 3:30 p.m. or as soon as practicable thereafter.

Supplemental
information supplied under Rule 418(a)(7) under the Securities Act of 1933:

(i)

Date of Preliminary Prospectus relating to the Common Stock: January 28, 2005

(ii)

Date of Preliminary Prospectus relating the Mandatory Convertible Preferred Stock: January 28, 2005

(iii)

Dates of distribution: January 28, 2005-February 8, 2005

(iv)

Number of prospective underwriters: 12

(v)

Number of prospectuses relating to the Common Stock distributed under (iv) above: approximately 39,300, of which 6 prospectuses were distributed to rating agencies

(vi)

Number of prospectuses relating to the Mandatory Convertible Preferred Stock distributed under (iv) above:

approximately 23,800, of which 330 prospectuses were distributed to institutional investors and 6 prospectuses were distributed to rating agencies

(vii)

Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Salomon Smith Barney Inc. (now known as Citigroup Global Markets Inc.).

 Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

CREDIT SUISSE FIRST BOSTON LLC

DEUTSCHE BANK SECURITIES INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH

                               INCORPORATED

As Representatives of the

Prospective Underwriters

CITIGROUP GLOBAL MARKETS INC.

By:

/s/  JEANNE CAMPANELLI       Name: Jeanne Campanelli

Title: Director

CREDIT SUISSE FIRST BOSTON LLC

By:

/s/  FARLEY W. BOLWELL       Name: Farley W. Bolwell

Title: Managing Director

DEUSTCHE BANK SECURITIES INC.

By:

/s/  JOEL D. FOOTE II       Name: Joel D. Foote II

Title: Managing Director

By:

/s/  JOHN ANOS       Name: John Anos

Title: Managing Director

MERRILL LYNCH, PIERCE, FENNER & SMITH

                               INCORPORATED

By:

/s/  PURNA R. SAGGURTI       Name: Purna R. Saggurti

Title: Managing Director

CORRESP
1
filename1.htm

[HUNTSMAN LETTERHEAD]

February 8, 2005

Via EDGAR and facsimile: (202) 942-9531

U.S. Securities and Exchange Commission

Division of Corporation Finance

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549-0510

Attn:    Pamela
A. Long

             Lesli Sheppard

Re:       Huntsman
Corporation

             Registration Statement on Form S-1, File No. 333-120749

Ladies
and Gentlemen:

        Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Huntsman Corporation, a Delaware corporation (the "Company"), hereby requests acceleration of the effective
time of its Registration Statement on Form S-1, as amended (File No. 333-120749), to February 10, 2005 at 3:30 p.m., Eastern time, or as soon thereafter as practicable.

        The
Company hereby acknowledges that:

•should
the Securities and Exchange Commission (the "Commission") or the staff thereof (the "Staff"), acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•the
Company may not assert such action 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, please call the undersigned at (801) 584-5830 or Creighton Smith of Vinson & Elkins, L.L.P. at (713) 758-3278.

Very truly yours,

HUNTSMAN CORPORATION

By:

/s/  SAMUEL D. SCRUGGS

Name:
Samuel D. Scruggs

Title:
Executive Vice President, General Counsel and Secretary