FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Scruggs Samuel D
  2. Issuer Name and Ticker or Trading Symbol
Huntsman CORP [HUN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec VP, GC and Sec
(Last)
(First)
(Middle)
500 HUNTSMAN WAY
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2009
(Street)

SALT LAKE CITY, UT 84108
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/28/2009   F(1)   79,799 D $ 11.49 422,804 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 23 12/28/2009   D(2)     157,483   (2)   (2) Common Stock 157,483 (2) 0 D  
Option (Right to Buy) $ 23 12/28/2009   A(2)   157,483     (3)   (2) Common Stock 157,483 (2) 157,483 D  
Option (Right to Buy) $ 20.5 12/28/2009   D(2)     93,655   (2)   (2) Common Stock 93,655 (2) 0 D  
Option (Right to Buy) $ 20.5 12/28/2009   A(2)   93,655     (3)   (2) Common Stock 93,655 (2) 93,655 D  
Option (Right to Buy) $ 20.66 12/28/2009   D(2)     110,663   (2)   (2) Common Stock 110,663 (2) 0 D  
Option (Right to Buy) $ 20.66 12/28/2009   A(2)   110,663     (3)   (2) Common Stock 110,663 (2) 110,663 D  
Option (Right to Buy) $ 2.59 12/28/1990   D(2)     367,347   (2)   (2) Common Stock 367,347 (2) 0 D  
Option (Right to Buy) $ 2.59 12/28/2009   A(2)   367,347     (3)   (2) Common Stock 367,347 (2) 367,347 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Scruggs Samuel D
500 HUNTSMAN WAY
SALT LAKE CITY, UT 84108
      Exec VP, GC and Sec  

Signatures

 Sean H. Pettey, by Power of Attorney   12/30/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares automatically withheld upon vesting of restricted stock to satisfy tax witholding obligations.
(2) The reported transactions involved an amendment to the reporting person's outstanding options, pursuant to the reporting person's separation and release agreement, to extend the expiration date from six months following the date of separation from the registrant to the earlier of the expiration date of the applicable option or December 31, 2014, resulting in the deemed cancellation of the "old" options and the grant of replacement options. The options were originally granted on February 10, 2005, March 1, 2006, February 20, 2007 and March 2, 2009, and provided for vesting in three equal annual installments beginning February 16, 2006, March 1, 2007, February 20, 2008 and March 2, 2010, respectively.
(3) Pursuant to the reporting person's separation and release agreement, all 404,235 of the reporting person's unvested options vested on December 28, 2009.

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