FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  D. E. Shaw Valence Portfolios, L.L.C.
 2. Date of Event Requiring Statement (Month/Day/Year)
08/28/2008		 3. Issuer Name and Ticker or Trading Symbol
Huntsman CORP [HUN]
(Last)
(First)
(Middle)
120 WEST FORTY-FIFTH STREET, 39TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See footnotes 1,2,3,4, and 5.
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10036		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 21,725,642
D (1) (2) (3) (4) (5)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
D. E. Shaw Valence Portfolios, L.L.C.
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036		       See footnotes 1,2,3,4, and 5.
D. E. Shaw Oculus Portfolios, L.L.C.
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036		       See footnotes 1,2,3,4, and 5.
D. E. SHAW & CO, L.P.
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036		       See footnotes 1,2,3,4, and 5.
D. E. SHAW & CO, L.L.C.
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036		       See footnotes 1,2,3,4, and 5.
SHAW DAVID E
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036		       See footnotes 1,2,3,4, and 5.

Signatures

D. E. Shaw Valence Portfolios, L.L.C., By: D. E. Shaw & Co., L.P. as managing member, By: /s/ Rochelle Elias, Chief Compliance Officer 09/08/2008
**Signature of Reporting Person Date
D. E. Shaw Oculus Portfolios, L.L.C. By: D. E. Shaw & Co., L.L.C., as managing member By: /s/ Rochelle Elias, Chief Compliance Officer 09/08/2008
**Signature of Reporting Person Date
D. E. Shaw & Co., L.P. By: /s/ Rochelle Elias, Chief Compliance Officer 09/08/2008
**Signature of Reporting Person Date
D. E. Shaw & Co., L.L.C. By: /s/ Rochelle Elias, Chief Compliance Officer 09/08/2008
**Signature of Reporting Person Date
David E. Shaw By: /s/ Rochelle Elias, Attorney-in-Fact for David E. Shaw 09/08/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) On August 28, 2008, D. E. Shaw Valence Portfolios, L.L.C. ("Valence") and D. E. Shaw Oculus Portfolios, L.L.C. ("Oculus") (together, the "Reporting Stockholders"), and certain other institutional investors, delivered a letter (the "Proposal Letter") to Hexion and Apollo Global Management, LLC ("Apollo") indicating their willingness to enter into a legally-binding commitment to subscribe, together with other large investors in the Issuer, for at least $500 million of Contingent Value Rights to be issued by Hexion upon consummation of the merger contemplated by the Merger Agreement. (Continued in footnote 2)
(2) The Proposal Letter included a draft Additional Financing Commitment Letter and accompanying term sheet, each of which are filed as exhibits to the Amendment No. 1 to the Statement on Schedule 13D filed by the reporting persons on August 28, 2008 (the "Schedule 13D Amendment"), and stated that the Reporting Stockholders and other signatories to the Proposal Letter (together, the "Initial Investors") were willing to enter into the Additional Financing Commitment Letter in the form attached thereto, or to discuss any comments or suggestions of Hexion and Apollo. Representatives of the Reporting Stockholders discussed this proposal with Peter Huntsman and requested that the Huntsman family and certain of their controlled entities (the "Huntsman Family Stockholders") join the commitment letter.
(3) As a result of the arrangements contemplated by the Proposal Letter, the reporting persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with the Initial Investors and the Huntsman Family Stockholders and, therefore, may be deemed to beneficially own Common Stock beneficially owned by the Initial Investors and the Huntsman Family Stockholders, which the reporting persons disclosed in Item 5 of the Schedule 13D Amendment. This Form 3 shall not be deemed an admission that any reporting person is a beneficial owner of any Common Stock for any purpose, other than the Common Stock reported in Table I. This Form 3 does not reflect any Common Stock owned by the Initial Investors, the Huntsman Family Stockholders, or any other signatory of the Proposal Letter.
(4) The Common Stock reported in Table I is held directly by the Reporting Stockholders and D. E. Shaw Synoptic Portfolios 2, L.L.C. ("Synoptic"). D. E. Shaw & Co., L.P. ("DESCO LP") (as investment adviser to Oculus and Synoptic, and as managing member of and investment adviser to Valence), D. E. Shaw & Co., L.L.C. ("DESCO LLC") (as managing member of Oculus and Synoptic), and Mr. David E. Shaw (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC), may be deemed to be the beneficial owners of the Common Stock held by the Reporting Shareholders for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. (Continued in footnote 5)
(5) In accordance with instruction 5(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by Valence, Oculus, Synoptic, DESCO LP, DESCO LLC, and David E. Shaw is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any Common Stock listed in this Form 3, except to the extent of any pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.