Use these links to rapidly review the documentHUNTSMAN CORPORATION AND SUBSIDIARIES HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES AMENDMENT NO. 2 ON FORM 10-K/A TABLE OF CONTENTS



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

Form 10-K/AAmendment No. 2

|(Mark One) |                                                                                                                                 
|---------- | --------------------------------------------------------------------------------------------------------------------------------
|ý          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
|OR        
|o          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                        

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|Commission
File Number |  | Exact Name of Registrant as Specified in its
Charter, Principal Office Address and Telephone Number |  | State of
Incorporation |  | I.R.S. Employer
Identification No.
|---------------------- |  | --------------------------------------------------------------------------------------------------- |  | ---------------------- |  | ----------------------------------
|001-32427              |  | Huntsman Corporation
500 Huntsman Way
Salt Lake City, Utah 84108
(801) 584-5700                     |  | Delaware               |  | 42-1648585                        
|333-85141              |  | Huntsman International LLC
500 Huntsman Way
Salt Lake City, Utah 84108
(801) 584-5700               |  | Delaware               |  | 87-0630358                        

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Securities registered pursuant to Section 12(b) of the Exchange Act:

|Registrant                 |  | Title of each class                     |  | Name of each exchange on which registered
|-------------------------- |  | --------------------------------------- |  | -----------------------------------------
|Huntsman Corporation       |  | Common Stock, par value $0.01 per share |  | New York Stock Exchange                  
|Huntsman International LLC |  | None                                    |  | None                                     

Securities registered pursuant to Section 12(g) of the Exchange Act:

|Registrant                 |  | Title of each class
|-------------------------- |  | -------------------
|Huntsman Corporation       |  | None               
|Huntsman International LLC |  | None               

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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

|Huntsman Corporation       |  | YES ý |  | NO o
|-------------------------- |  | ----- |  | ----
|Huntsman International LLC |  | YES o |  | NO ý

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

|Huntsman Corporation       |  | YES o |  | NO ý
|-------------------------- |  | ----- |  | ----
|Huntsman International LLC |  | YES o |  | NO ý

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

|Huntsman Corporation       |  | YES ý |  | NO o
|-------------------------- |  | ----- |  | ----
|Huntsman International LLC |  | YES ý |  | NO o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

|Huntsman Corporation       |  | Large accelerated filer ý |  | Accelerated filer o |  | Non-accelerated filer o |  | Smaller reporting company o
|-------------------------- |  | ------------------------- |  | ------------------- |  | ----------------------- |  | ---------------------------
|Huntsman International LLC |  | Large accelerated filer o |  | Accelerated filer o |  | Non-accelerated filer ý |  | Smaller reporting company o

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

|Huntsman Corporation       |  | YES o |  | NO ý
|-------------------------- |  | ----- |  | ----
|Huntsman International LLC |  | YES o |  | NO ý

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On
June 29, 2007, the last business day of the registrant's second fiscal quarter, the aggregate market value of voting and non-voting common equity held by
nonaffiliates was as follows:

|Registrant                 |  | Common Equity                |  | Market Value Held by Nonaffiliates
|-------------------------- |  | ---------------------------- |  | ----------------------------------
|Huntsman Corporation       |  | Common Stock                 |  | $2,205,082,624(1)                 
|Huntsman International LLC |  | Units of Membership Interest |  | $0(2)                             

---

On
February 21, 2008, the number of shares outstanding of each of the registrant's classes of common equity was as follows:

|Registrant                 |  | Common Equity                |  | Outstanding
|-------------------------- |  | ---------------------------- |  | -----------
|Huntsman Corporation       |  | Common Stock                 |  | 234,053,329
|Huntsman International LLC |  | Units of Membership Interest |  | 2,728      

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This
Amendment No. 2 on Form 10-K/A presents information for two registrants: Huntsman Corporation and Huntsman International LLC. Huntsman
International LLC is a wholly owned subsidiary of Huntsman Corporation and is the principal operating company of Huntsman Corporation. The information reflected in this Amendment No. 2
on Form 10-K/A is equally applicable to both Huntsman Corporation and Huntsman International LLC, except where otherwise indicated.

Huntsman
International LLC meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K and, to the extent applicable,
is therefore filing this form with a reduced disclosure format.

Documents Incorporated by Reference

None.



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EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K/A (this "Amendment No. 2") amends our annual report on Form 10-K for the
year ended December 31, 2007 (our "2007 10-K"), originally filed with the Securities and Exchange Commission (the "Commission") on February 22, 2008, solely to amend
Item 15 to include the separate financial statements of Sasol-Huntsman GmbH and Co. KG as required under Rule 3-09 of Regulation S-X. In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 15 is set forth in its entirety below. The separate financial statements of
Sasol-Huntsman GmbH and Co. KG are attached as Exhibit 99.1 to this Amendment No. 2.

In
connection with the filing of this Amendment No. 2 and pursuant to the Commission's rules, we are including currently dated certifications under Sections 302 and 906 of
the Sarbanes-Oxley Act of 2002.

This
Amendment No. 2 is being filed solely to include the separate financial statements of our joint-venture, Sasol-Huntsman GmbH and Co. KG, as required by the
Commission's regulations. Except as otherwise specifically indicated herein, this Amendment No. 2 does not reflect events occurring after the February 22, 2008 filing of our 2007
10-K and does not modify or update the disclosures set forth in our 2007 10-K, including the financial statements and notes to financial statements set forth in our 2007
10-K. We direct you to our filings with the Commission made subsequent to February 22, 2008 for additional information on events subsequent to February 22, 2008.

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HUNTSMAN CORPORATION AND SUBSIDIARIES  HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES  AMENDMENT NO. 2 ON FORM 10-K/A  TABLE OF CONTENTS



|        |          |  |                                         | Page
|------- | -------- |  | --------------------------------------- | ----
|PART IV |          |  |                                         |     
|        | ITEM 15. |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |     

i

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Index

|Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1    |  | Underwriting Agreement, dated as of August 2, 2007, by and among the Company, MatlinPatterson Global Opportunities Partners L.P., MatlinPatterson Global Opportunities Partners B, L.P., MatlinPatterson
Global Opportunities Partners (Bermuda) L.P. and Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 1.1 to our current report on Form 8-K filed on August 6, 2007)                                                                                                       
|2.1    |  | Asset Purchase Agreement, dated February 15, 2007 among Flint Hills Resources, LLC, Huntsman International LLC, Huntsman Petrochemical Corporation, Huntsman International Chemicals Corporation, Huntsman Polymers Holdings Corporation,
Huntsman Expandable Polymers Company, LLC, Huntsman Polymers Corp. and Huntsman Chemical Company of Canada, Inc. (incorporated by reference to Exhibit 2.1 to our current report on Form 8-K filed on February 20,
2007)                                      
|2.2    |  | Amended and Restated Asset Purchase Agreement dated June 22, 2007 among Flint Hills Resources, LP, Flint Hills Resources, LLC, Huntsman International LLC, Huntsman Petrochemical Corporation, Huntsman International Chemicals
Corporation, Huntsman Polymers Holdings Corporation, Huntsman Expandable Polymers Company, LC, Huntsman Polymers Corp. and Huntsman Chemical Company of Canada, Inc. (incorporated by reference to Exhibit 2.1 to our current report on
Form 8-K filed on June 25, 2007)
|2.3    |  | Agreement and Plan of Merger, dated as of June 26, 2007, among the Company, Basell AF and BI Acquisition Holdings Limited (incorporated by reference to Exhibit 2.1 to our current report on Form 8-K filed on June 27,
2007)                                                                                                                                                                                                                                                                           
|2.4    |  | Agreement and Plan of Merger, dated as of July 12, 2007, among the Company, Hexion Specialty Chemicals, Inc. and Nimbus Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to our current report on Form 8-K filed on
July 13, 2007)                                                                                                                                                                                                                                                             
|3.1    |  | Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                                                                             
|3.2    |  | Certificate of Designations, Preferences and Rights of 5% Mandatory Convertible Preferred Stock (incorporated by reference to Exhibit 3.01 to our current report on Form 8-K filed February 16, 2005)                                                                                                                                                                                                                                                                                                   
|3.3    |  | Amended and Restated Bylaws of the Company (incorporated be reference to Exhibit 3.2 to our current report on Form 8-K filed November 6, 2007)                                                                                                                                                                                                                                                                                                                                                          

1

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|4.1  |  | Indenture, dated as of September 30, 2003, among Huntsman LLC, the Guarantors party thereto and HSBC Bank USA, as Trustee, relating to the 115/8% Senior Secured Notes due 2010 (incorporated by reference to
Exhibit 4.36 to the registration statement on Form S-4 of Huntsman LLC (File No. 333-112279))                                                                                                             
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.2  |  | Form of Unrestricted 115/8% Senior Secured Note due 2010 (included as Exhibit A-2 to Exhibit 4.1)                                                                                                                                                                                                                                                                                                                       
|4.3  |  | Form of Guarantee relating to the 115/8% Senior Secured Notes due 2010 (included as Exhibit E to Exhibit 4.1)                                                                                                                                                                                                                                                                                                           
|4.4  |  | Indenture, dated as of June 22, 2004, among Huntsman LLC, the Guarantors party thereto and HSBC Bank USA, as Trustee, relating to the 111/2% Senior Notes due 2012 and Senior Floating Rate Notes due 2011
(incorporated by reference to Exhibit 4.1 to the quarterly report on Form 10-Q of Huntsman LLC for the three months ended June 30, 2004)                                                                     
|4.5  |  | Form of Restricted Fixed Rate Note due 2012 (included as Exhibit A-1 to Exhibit 4.4)                                                                                                                                                                                                                                                                                                                                    
|4.6  |  | Form of Restricted Floating Rate Note due 2011 (included as Exhibit A-2 to Exhibit 4.4)                                                                                                                                                                                                                                                                                                                                 
|4.7  |  | Form of Guarantee relating to the 111/2% Senior Notes due 2012 and Senior Floating Rate Notes due 2011 (included as Exhibit E to Exhibit 4.4)                                                                                                                                                                                                                                                                           
|4.8  |  | Indenture, dated as of December 17, 2004, among Huntsman International LLC, as Issuer, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee, relating to the 73/8% Senior Subordinated
Notes due 2015 and the 71/2% Senior Subordinated Notes due 2015 (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Huntsman International LLC filed December 23, 2004)
|4.9  |  | Form of Restricted 73/8% Senior Subordinated Note denominated in dollars due 2015 (included as Exhibit A-1 to Exhibit 4.8)                                                                                                                                                                                                                                                                                              
|4.10 |  | Form of Restricted 71/2% Senior Subordinated Note denominated in euros due 2015 (included as Exhibit A-2 to Exhibit 4.8)                                                                                                                                                                                                                                                                                                
|4.11 |  | Form of Unrestricted 73/8% Senior Subordinated Note denominated in dollars due 2015 (included as Exhibit A-3 to Exhibit 4.8)                                                                                                                                                                                                                                                                                            
|4.12 |  | Form of Unrestricted 71/2% Senior Subordinated Note denominated in euros due 2015 (included as Exhibit A-4 to Exhibit 4.8)                                                                                                                                                                                                                                                                                              
|4.13 |  | Form of Guarantee (included as Exhibit E to Exhibit 4.8)                                                                                                                                                                                                                                                                                                                                                                
|4.14 |  | Registration Rights Agreement dated as of February 10, 2005 by and among the Company and the stockholders signatory thereto (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed February 16,
2005)                                                                                                                                                                                       
|4.15 |  | Form of stock certificate of Huntsman Corporation (incorporated by reference to Exhibit A to Exhibit 3.01 to our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                              
|4.16 |  | Form of mandatory convertible preferred stock certificate of Huntsman Corporation (incorporated by reference to Exhibit A to Exhibit 3.01 to our current report on Form 8-K filed February 16, 2005)                                                                                                                                                                                                                    

2

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|4.17 |  | Supplemental Indenture, dated as of July 11, 2005, among Huntsman LLC, the Guarantors named therein and HSBC Bank USA, National Association, as Trustee, relating to the 111/2% Huntsman LLC Senior Notes due
2012 and Huntsman LLC Senior Floating Rate Notes due 2011 (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Huntsman LLC filed July 15, 2005)                                                                                                                                                                                                              
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.18 |  | Supplemental Indenture, dated as of July 13, 2005 among Huntsman LLC, the Guarantors named therein and HSBC Bank USA, National Association, as Trustee, relating to the 115/8% Huntsman LLC Senior Secured Notes
due 2010 (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K of Huntsman LLC filed July 15, 2005)                                                                                                                                                                                                                                                            
|4.19 |  | Supplemental Indenture dated August 16, 2005 to Indenture dated as December 17, 2004 by and among Huntsman International LLC, the guarantors named therein, and Wells Fargo Bank, National Association (as successor by consolidation to
Wells Fargo Bank Minnesota, National Association), as trustee, relating to Huntsman International LLC's dollar denominated 73/8% Senior Subordinated Notes due 2015 and euro denominated 71/2%
Senior Subordinated Notes due 2015 (incorporated by reference to Exhibit 4.4 to Huntsman International LLC's current report on Form 8-K filed August 22, 2005)
|4.20 |  | Supplemental Indenture dated August 16, 2005, to Indenture dated as of September 30, 2003 by and among Huntsman International LLC (as successor to Huntsman LLC), the guarantors named therein, and HSBC Bank USA, National
Association, as trustee, relating to Huntsman International LLC's 115/8% Senior Secured Notes due 2010, originally issued by Huntsman LLC (incorporated by reference to Exhibit 4.7 to Huntsman
International LLC's current report on Form 8-K filed August 22, 2005)                                                                                                     
|4.21 |  | Supplemental Indenture dated August 16, 2005, to Indenture dated as of June 22, 2004 by and among Huntsman International LLC (as successor to Huntsman LLC), the guarantors named therein, and HSBC Bank USA, National Association, as
trustee, relating to Huntsman International LLC's 111/2% Senior Notes due 2012 and Senior Floating Rate Notes due 2011, originally issued by Huntsman LLC (incorporated by reference at Exhibit 4.10 to Huntsman
International LLC's current report on Form 8-K filed August 22, 2005)                                                                         
|4.22 |  | Form of Restricted Stock Agreement for Outside Directors, effective for grants prior to February 6, 2008 (incorporated by reference to Exhibit 4.7 of our registration statement on Form S-8 filed February 10, 2006 (File
No. 333-131729))                                                                                                                                                                                                                                                                                                                                                           
|4.23 |  | Form of Restricted Stock Unit Agreement for Outside Directors effective for grants prior to February 6, 2008 (incorporated by reference to Exhibit 4.8 of our registration statement on Form S-8 filed February 10, 2006 (File
No. 333-131729))                                                                                                                                                                                                                                                                                                                                                       
|4.24 |  | Indenture, dated as of November 13, 2006, among Huntsman International LLC, as Issuer, the Guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the $200,000,000 77/8% Senior
Subordinated Notes due 2014 and the €400,000,000 67/8 Senior Subordinated Notes due 2013 (incorporated by reference to Exhibit 4.1 to our quarterly report on Form 10-Q for the three months ended
September 30, 2006, filed on November 14, 2006)                                                                                                                             
|4.25 |  | Form of Restricted 77/8% Senior Subordinated Note denominated in dollars due 2014 (included as Exhibit A-1 to Exhibit 4.24)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.26 |  | Form of Restricted 67/8% Senior Subordinated Note denominated in euros due 2013 (included as Exhibit A-2 to Exhibit 4.24)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.27 |  | Form of Unrestricted 77/8% Senior Subordinated Note denominated in dollars due 2014 (included as Exhibit A-3 to Exhibit 4.24)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

3

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|4.28  |  | Form of Unrestricted 67/8% Senior Subordinated Note denominated in euros due 2013 (included as Exhibit A-4 to Exhibit 4.24)                                                                                                                                                                                                                                                                                                                                
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.29  |  | Exchange and Registration Rights Agreement, dated as of November 13, 2006, among Huntsman International LLC, as Issuer, the Guarantors party thereto, and the Purchasers as defined therein, relating to $200,000,000 aggregated principal
amount of the 77/8% Senior Subordinated Notes due 2014 (incorporated by reference to Exhibit 4.2 to our quarterly report on Form 10-Q for the three months ended September 30, 2006, filed on November 14,
2006)
|4.30  |  | Amended and Restated Registration Rights Agreement dated July 12, 2007 among the Company, Huntsman Family Holdings Company LLC, MatlinPatterson Global Opportunities Partners, L.P., MatlinPatterson Global Opportunities Partners B,
 L.P., MatlinPatterson Global Opportunities Partners (Bermuda), L.P. and the other stockholders party thereto (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed on July 13, 2007)    
|4.31  |  | Form of Restricted Stock Agreement for Outside Directors (incorporated by reference to Exhibit 4.31 to our annual report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                          
|4.32  |  | Form of Restricted Stock Unit Agreement for Outside Directors (incorporated by reference to Exhibit 4.32 to our annual report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                     
|10.1  |  | Business Consulting Agreement, dated as of June 3, 2003, between Huntsman International LLC and Jon M. Huntsman (incorporated by reference to Exhibit 10.41 to the registration statement on Form S-4 of Huntsman
International LLC (File No. 333-106482))                                                                                                                                                                                                 
|10.2  |  | Aircraft Dry Lease, dated as of September 14, 2001, between Jstar Corporation and Airstar Corporation (incorporated by reference to Exhibit 10.10 to the registration statement on Form S-4 of Huntsman LLC (File No. 333-112279))                                                                                                                                                                                                                         
|10.3  |  | Huntsman Cost Reduction Incentive Plan and Form of Participation Agreement (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of HMP Equity Holdings Corporation filed on November 23, 2004)                                                                                                                                                                                                                                     
|10.4  |  | Gift Agreement by and among Huntsman Group Inc. and the Jon and Karen Huntsman Foundation (incorporated by reference to Exhibit 10.17 to our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                     
|10.5  |  | Pledge, Assignment and Collateral Agency Agreement dated February 16, 2005 between the Company and Citibank, N.A. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed February 16, 2005)                                                                                                                                                                                                                                    
|10.6  |  | Huntsman Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                                                     
|10.7  |  | Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.20 to our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                                                   
|10.8  |  | Form of Restricted Stock Agreement, effective for grants prior to February 6, 2008 (incorporated by reference to Exhibit 10.21 to our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                            
|10.9  |  | Form of Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.22 to our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                                                   
|10.10 |  | Form of Phantom Share Agreement, effective for grants prior to February 6, 2008 (incorporated by reference to Exhibit 10.23 to our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                               

4

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|10.11 |  | Form of Executive Severance Plan (as amended and restated) (incorporated by reference to Exhibit 10.11 to our annual report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                 
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12 |  | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.25 to our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                                                       
|10.13 |  | Employment Agreement with Paul Hulme (incorporated by reference to Exhibit 10.24 to amendment No. 1 to our registration statement on Form S-1 dated January 6, 2005 (File No. 333-120749))                                                                                                                                                                                                                                                           
|10.14 |  | Employment Agreement with Anthony Hankins (incorporated by reference to Exhibit 10.27 to our registration statement on Form S-1 (File No. 333-120749))                                                                                                                                                                                                                                                                                               
|10.15 |  | Huntsman Supplemental Executive Retirement Plan, as amended through the sixth amendment, April 21, 2005 (incorporated by reference to Exhibit 10.1 to our quarterly report on Form 10-Q for the three-months ended March 31,
2005)                                                                                                                                                                                                                   
|10.16 |  | Credit Agreement dated August 16, 2005 among Huntsman International LLC, Deutsche Bank AG New York Branch as Administrative Agent and the other financial institutions named therein (incorporated by reference to Exhibit 10.1 to Huntsman
International LLC's current report on Form 8-K filed August 22, 2005)                                                                                                                                    
|10.17 |  | Intercreditor Agreement dated August 16, 2005 among Deutsche Bank AG New York Branch as collateral agent and administrative agent under the above referenced credit agreement, and HSBC Bank USA, National Association as trustee under the indenture
governing Huntsman International LLC's 115/8% Senior Secured Notes (incorporated by reference to Exhibit 10.2 to Huntsman International LLC's current report on Form 8-K filed August 22,
2005)
|10.18 |  | Second Amendment to Amended and Restated Pooling Agreement, dated August 16, 2005, among Huntsman Receivables France LLC, Huntsman (Europe), BVBA and J.P. Morgan Bank (incorporated by reference to Exhibit 10.4 to Huntsman
International LLC's current report on Form 8-K filed on August 22, 2005)                                                                                                                                               
|10.19 |  | Fourth Amendment to 2000-1 Supplement, dated August 16, 2005, among Huntsman Receivables Finance LLC, Huntsman (Europe), BVBA and J.P. Morgan (Ireland) Plc (incorporated by reference to Exhibit 10.5 to Huntsman
International LLC's current report on Form 8-K filed on August 22, 2005)                                                                                                                                                          
|10.20 |  | Form of Non-qualified Stock Option Agreement for Outside Directors (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed November 8, 2005)                                                                                                                                                                                                                                                                              
|10.21 |  | Amended and Restated Huntsman Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed December 30, 2005)                                                                                                                                                                                                                                                                           
|10.22 |  | Huntsman Supplemental Executive MPP Plan (incorporated be reference to Exhibit 10.2 of our current report on Form 8-K filed December 30, 2005)                                                                                                                                                                                                                                                                                                       
|10.23 |  | Amended and Restated Huntsman Supplemental Savings Plan (incorporated be reference to Exhibit 10.3 of our current report on Form 8-K filed December 30, 2005)                                                                                                                                                                                                                                                                                        
|10.24 |  | Huntsman Outside Directors Elective Deferral Plan (incorporated be reference to Exhibit 10.4 of our current report on Form 8-K filed December 30, 2005)                                                                                                                                                                                                                                                                                              
|10.25 |  | Second Amended and Restated Pooling Agreement, among Huntsman Receivables Finance LLC, Huntsman (Europe) BVBA and J.P. Morgan Bank (Ireland), as trustee, dated as of April 18, 2006 (incorporated by reference to Exhibit 10.1 to our
quarterly report on Form 10-Q for the three months ended March 31, 2006, filed on May 9, 2006)                                                                                                                

5

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|10.26 |  | Amended and Restated 2000-1 Supplement to Second Amended and Restated Pooling Agreement, among Huntsman Receivables Finance LLC, Huntsman (Europe) BVBA, Jupiter Securitization Corporation, the several financial institutions party thereto as
funding agents, the Series 2000-1 Conduit Purchasers party thereto, the several financial institutions party thereto as Series 2000-1 APA Banks, J.P.Morgan Securities Ltd., JPMorgan Chase Bank, N.A., and J.P.Morgan (Ireland) plc,
as trustee, dated as of April 18, 2006 (incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the three months ended March 31, 2006, filed on May 9, 2006)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.27 |  | Amended and Restated Contribution Agreement, between Huntsman International LLC and Huntsman Receivables Finance LLC, dated as of April 18, 2006 (incorporated by reference to Exhibit 10.3 to our quarterly report on Form 10-Q
for the three months ended March 31, 2006, filed on May 9, 2006)                                                                                                                                                                                                                                                                                                                                                                             
|10.28 |  | Second Amended and Restated Servicing Agreement, dated as of April 18, 2006, among Huntsman Receivables Finance LLC, Huntsman (Europe) BVBA, the various affiliates of Huntsman International LLC party thereto as local servicers,
J.P.Morgan Bank (Ireland), as Trustee, PricewaterhouseCoopers LLP, and Huntsman International LLC (incorporated by reference to Exhibit 10.4 to our quarterly report on Form 10-Q for the three months ended March 31, 2006,
filed on May 9, 2006)                                                                                                                                                                                        
|10.29 |  | Consent and Second Amendment to Credit Agreement and Amendment to Security Documents, dated June 30, 2006, by and among Huntsman International LLC, as Borrower, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent,
and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on July 7, 2006)                                                                                                                                                                                                                                                                       
|10.30 |  | Withdrawal of Originator, dated November 28, 2006, among Huntsman Receivables Finance LLC, Huntsman (Europe) BVBA, the various affiliates of Huntsman International LLC party thereto as local servicers, J.P.Morgan Bank (Ireland), as
Trustee, PricewaterhouseCoopers LLP, and Huntsman International LLC (incorporated by reference to Exhibit 10.30 to our annual report on Form 10-K filed on March 1, 2007).                                                                                                                                                                                                                                                            
|10.31 |  | Third Amendment to Credit Agreement dated April 19, 2007 by and among Huntsman International LLC, as Borrower, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other financial institutions party
thereto (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on April 23, 2007)                                                                                                                                                                                                                                                                                                                       
|10.32 |  | First Amendment to Huntsman Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.32 to our annual report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.33 |  | First Amendment to Huntsman Supplemental Executive MPP Plan (incorporated by reference to Exhibit 10.33 to our annual report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.34 |  | First Amendment to Huntsman Supplemental Savings Plan (incorporated by reference to Exhibit 10.34 to our annual report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.35 |  | Second Amendment to Huntsman Supplemental Savings Plan (incorporated by reference to Exhibit 10.35 to our annual report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.36 |  | First Amendment to Huntsman Outside Directors Elective Deferral Plan (incorporated by reference to Exhibit 10.36 to our annual report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.37 |  | Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.37 to our annual report on Form 10-K filed on February 22, 2008)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|10.38 |   | Form of Phantom Share Agreement (incorporated by reference to Exhibit 10.38 to our annual report on Form 10-K filed on February 22, 2008)
|----- | - | -----------------------------------------------------------------------------------------------------------------------------------------
|21.1  |   | Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to our annual report on Form 10-K filed on February 22, 2008)     
|23.1* |   | Consent of Independent Registered Public Accounting Firm                                                                                 
|31.1  | * | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                       
|31.2  | * | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                       
|32.1  | * | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                       
|32.2  | * | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                       
|99.1  | * | Financial Statements of Sasol-Huntsman GmbH and Co. KG                                                                                   

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on
their behalf by the undersigned, thereunto duly authorized.

Dated:
June 30, 2008

| |  | HUNTSMAN CORPORATION      
| |  | --------------------------
| |  | HUNTSMAN INTERNATIONAL LLC
| |  | By:                       

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