Huntsman Corp - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

CITADEL L P

2. Date of Event Requiring Statement (MM/DD/YYYY) 8/28/2008

3. Issuer Name and Ticker or Trading Symbol

Huntsman CORP [HUN]

(Last) (First) (Middle)

C/O CITADEL INVESTMENT GROUP LLC, 131 S. DEARBORN STREET, 32ND FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
_____ Officer (give title below) ___ X ___ Other (specify below)
/ See Note 1 in Remarks below

(Street)

CHICAGE, IL 60603

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

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	108955	D ⁽¹⁾
Common Stock	25055	D ⁽²⁾
Common Stock	18438300	D ⁽³⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
CALL OPTION: HUNBA [OBLIGATION TO SELL]	⁽⁴⁾ ⁽⁵⁾	2/21/2009	Common Stock	1400	$5	D ⁽²⁾
CALL OPTION: HUNBA [OBLIGATION TO SELL]	⁽⁴⁾ ⁽⁵⁾	2/21/2009	Common Stock	800	$5	D ⁽¹⁾
CALL OPTION: HUNBB [OBLIGATION TO SELL]	⁽⁴⁾	2/21/2009	Common Stock	1200	$10	D ⁽²⁾
CALL OPTION: HUNBB [OBLIGATION TO SELL]	⁽⁴⁾	2/21/2009	Common Stock	500	$10	D ⁽¹⁾
CALL OPTION: HUNBC [OBLIGATION TO SELL]	⁽⁴⁾	2/21/2009	Common Stock	3800	$15	D ⁽²⁾
CALL OPTION: HUNBC [OBLIGATION TO SELL]	⁽⁴⁾	2/21/2009	Common Stock	9000	$15	D ⁽¹⁾
CALL OPTION: HUNBD [RIGHT TO PURCHASE]	⁽⁴⁾	2/21/2009	Common Stock	11100	$20	D ⁽²⁾
CALL OPTION: HUNBD [RIGHT TO PURCHASE]	⁽⁴⁾	2/21/2009	Common Stock	6300	$20	D ⁽¹⁾
CALL OPTION: HUNBE [OBLIGATION TO SELL]	⁽⁴⁾	2/21/2009	Common Stock	2900	$25	D ⁽²⁾
CALL OPTION: HUNBE [OBLIGATION TO SELL]	⁽⁴⁾	2/21/2009	Common Stock	500	$25	D ⁽¹⁾
CALL OPTION: HUNBU [OBLIGATION TO SELL]	⁽⁴⁾	2/21/2009	Common Stock	8700	$7.5	D ⁽¹⁾
CALL OPTION: HUNBU [OBLIGATION TO SELL]	⁽⁴⁾	2/21/2009	Common Stock	9100	$7.5	D ⁽²⁾
CALL OPTION: HUNBV [RIGHT TO PURCHASE]	⁽⁴⁾	2/21/2009	Common Stock	400	$12.5	D ⁽¹⁾
CALL OPTION: HUNBV [RIGHT TO PURCHASE]	⁽⁴⁾	2/21/2009	Common Stock	2500	$12.5	D ⁽²⁾
CALL OPTION: HUNBW [OBLIGATION TO SELL]	⁽⁴⁾	2/21/2009	Common Stock	6000	$17.5	D ⁽¹⁾
CALL OPTION: HUNBW [OBLIGATION TO SELL]	⁽⁴⁾	2/21/2009	Common Stock	8300	$17.5	D ⁽²⁾
CALL OPTION: HUNBX [OBLIGATION TO SELL]	⁽⁴⁾	2/21/2009	Common Stock	3900	$22.5	D ⁽²⁾
CALL OPTION: HUNBX [RIGHT TO PURCHASE]	⁽⁴⁾	2/21/2009	Common Stock	1400	$22.5	D ⁽¹⁾
CALL OPTION: HUNIB [OBLIGATION TO SELL]	⁽⁴⁾	9/20/2008	Common Stock	5600	$10	D ⁽¹⁾
CALL OPTION: HUNIC [OBLIGATION TO SELL]	⁽⁴⁾	9/20/2008	Common Stock	9700	$15	D ⁽¹⁾
CALL OPTION: HUNID [RIGHT TO PURCHASE]	⁽⁴⁾	9/20/2008	Common Stock	6700	$20	D ⁽¹⁾
CALL OPTION: HUNIE [RIGHT TO PURCHASE]	⁽⁴⁾	9/20/2008	Common Stock	500	$25	D ⁽¹⁾
CALL OPTION: HUNIV [OBLIGATION TO SELL]	⁽⁴⁾	9/20/2008	Common Stock	16000	$12.5	D ⁽¹⁾
CALL OPTION: HUNIW [OBLIGATION TO SELL]	⁽⁴⁾	9/20/2008	Common Stock	7600	$17.5	D ⁽¹⁾
CALL OPTION: HUNIX [OBLIGATION TO SELL]	⁽⁴⁾	9/20/2008	Common Stock	3400	$22.5	D ⁽¹⁾
CALL OPTION: HUNJC [OBLIGATION TO SELL]	⁽⁴⁾	10/18/2008	Common Stock	9600	$15	D ⁽¹⁾
CALL OPTION: HUNJD [OBLIGATION TO SELL]	⁽⁴⁾	10/18/2008	Common Stock	2000	$20	D ⁽¹⁾
CALL OPTION: HUNJW [OBLIGATION TO SELL]	⁽⁴⁾	10/18/2008	Common Stock	700	$17.5	D ⁽¹⁾
CALL OPTION: HUNKA [OBLIGATION TO SELL]	⁽⁴⁾	11/22/2008	Common Stock	1000	$5	D ⁽²⁾
CALL OPTION: HUNKB [OBLIGATION TO SELL]	⁽⁴⁾	11/22/2008	Common Stock	10100	$10	D ⁽¹⁾

Explanation of Responses:
( 1)	This security is owned by Citadel Derivatives Group LLC.
( 2)	This security is owned by Citadel Derivatives Trading Group Ltd.
( 3)	This security is owned by Citadel Equity Fund, Ltd.
( 4)	Where the security shown is a call option and the description is "obligation to sell", the Reporting Person is short that particular call option as of the date of this filing. Where a security is a call option and the description is "right to purchase", the Reporting person is long that particular call option as of the date of this filing. Where a security is a put option and the description is "obligation to purchase", the Reporting person is short that particular put option as of the date of this filing. Where a security is a put option and the description is "right to sell", the Reporting person is long that particular put option as of the date of this filing. Each of the securities listed is an exchange-traded option contract. Exchange-traded options are immediately exercisable and remain exercisable until expiration. These options were acquired on various dates.
( 5)	The amount reported in column 3 for this transaction is net of the transactions on September 2, 2008 reported on the Form 4 filed by the Reporting Persons on September 4, 2008.

Remarks:
Note 1:
As a result of the potential arrangements between the Reporting Persons and others described in Item 4 of Amendment No. 1 to
Schedule 13D filed by the Reporting Persons on September 2, 2008 ("Amendment No. 1") relating to the Issuer (incorporated
by reference herein), the Reporting Persons may be deemed to have formed a "group" with certain other persons for purposes
of Rule 13d-5(b)(1) promulgated under the 1934 Act. If the Reporting Persons are deemed to have formed a "group" with such
other persons, the Reporting Persons may be deemed to have beneficial ownership of greater than 10% of the Issuer's
outstanding Common Shares pursuant to Rule 16a-1(a)(1) and Rule 13d-5(b)(1). On August 29, 2008, Hexion Specialty Chemicals,
Inc. rejected the terms offered by the proposal letter described in Amendment No. 1.

Note 2:
Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the
extent of such person's pecuniary interest therein. Each of the Reporting Persons further disclaims membership in a group
with regard to the Common Shares of the Issuer with the persons described in Item 4 of Amendment No. 1.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CITADEL L P C/O CITADEL INVESTMENT GROUP LLC 131 S. DEARBORN STREET, 32ND FLOOR CHICAGE, IL 60603				See Note 1 in Remarks below
CITADEL INVESTMENT GROUP LLC 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603				See Note 1 in Remarks below
CITADEL EQUITY FUND LTD C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603				See Note 1 in Remarks below
GRIFFIN KENNETH C C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603				See Note 1 in Remarks below
CITADEL ADVISORS LLC C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603				See Note 1 in Remarks below
CITADEL HOLDINGS I LP C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603				See Note 1 in Remarks below
CITADEL HOLDINGS II LP C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603				See Note 1 in Remarks below
Citadel Derivatives Group, LLC C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603				See Note 1 in Remarks below
CITADEL DERIVATIVES TRADING LTD C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603				See Note 1 in Remarks below
CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603				See Note 1 in Remarks below

Signatures
/s/ John C. Nagel, Authorized Signatory		9/8/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.