SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
 
(Amendment No. 2)*
 
Huntsman Corporation
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
447011107
(CUSIP Number)

January 18, 2008
(Date of Event Which Requires Filing of this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨           Rule 13d-1(b)
 
þ           Rule 13d-1(c)
 
¨           Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 
 
SCHEDULE 13G
CUSIP NO. 447011107
Page 2 of 6
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
 
Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) þ
(b) ¨
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
Common Stock equal to less than 5%
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
Common Stock equal to less than 5%
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
Common Stock equal to less than 5%
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 5%
12
TYPE OF REPORTING PERSON
 
IN


 
 
 
 
SCHEDULE 13G
CUSIP NO. 447011107
Page 3 of 6
 

Item 1(a).
Name of Issuer:
   
 
Huntsman Corporation (the “Issuer”).
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
500 Huntsman Way
 
Salt Lake City, Utah 84108
   
Items 2(a),
Name of Persons Filing, Address of Principal Business Office and
(b) and (c).
Citizenship:
   
 
This Amendment No. 2 to Schedule 13G is being filed on behalf of Michael A. Roth and Brian J. Stark, as joint filers (collectively, the “Reporting Persons”).
   
 
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 2 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 2 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
   
 
The principal business office of the Reporting Persons is 3600 South Lake Drive, St. Francis, WI 53235.  The Reporting Persons are citizens of the United States of America.
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, par value $0.01 per share (the “Common Stock”)
   
Item 2(e).
CUSIP Number:
   
 
447011107
   
Item 3.
Not applicable.
   

 
 
 
 
SCHEDULE 13G
CUSIP NO. 447011107
Page 4 of 6
 

Item 4.
Ownership.
   
 
(a)
Amount beneficially owned:
     
   
Common Stock equal to less than 5%
     
 
(b)
Percent of class:
     
   
Less than 5%
     
 
(c)
Number of shares to which such person has:
     
   
(i)
Sole power to vote or direct the vote:  0
       
   
(ii)
Shared power to vote or direct the vote:  Common Stock equal to less than 5%
       
   
(iii)
Sole power to dispose or to direct the disposition of: 0
       
   
(iv)
Shared power to dispose of or direct the disposition of:  Common Stock equal to less than 5%
   
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not applicable
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.
   
 
Not applicable
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable
   

 
 
 
 
SCHEDULE 13G
CUSIP NO. 447011107
Page 5 of 6

 

Item 9.
Notice of Dissolution of a Group.
   
 
Not applicable
   
Item 10.
Certification.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 
 
SCHEDULE 13G
CUSIP NO. 447011107
Page 6 of 6
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  June 19, 2008
  
   
 
/s/ Michael A. Roth
 
Michael A. Roth
   
   
 
/s/ Brian J. Stark
 
Brian J. Stark