Huntsman Corp - Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* CITADEL L P	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 _____ Officer (give title below) __ X __ Other (specify below) See Note 1 in Remarks below
(Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP LLC, 131 S. DEARBORN STREET, 32ND FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 9/20/2008
(Street) CHICAGO, IL 60603 (City) (State) (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/20/2008		X		5600	D	$10.00	103355	D ⁽¹⁾
Common Stock	9/20/2008		X		1200	D	$15.00	102155	D ⁽¹⁾
Common Stock	9/20/2008		X		1000	D	$20.00	101155	D ⁽¹⁾
Common Stock	9/20/2008		X		21000	D	$12.50	80155	D ⁽¹⁾
Common Stock	9/20/2008		X		7600	D	$17.50	72555	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. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
CALL OPTION: HUNIB [OBLIGATION TO SELL]	$10.00	9/20/2008		X			56	⁽⁴⁾	9/20/2008	Common Stock	5600	$0.00	0	D ⁽¹⁾
PUT OPTION: HUNUC [RIGHT TO SELL]	$15.00	9/20/2008		X			12	⁽⁴⁾	9/20/2008	Common Stock	1200	$0.00	0	D ⁽¹⁾
PUT OPTION: HUNUD [RIGHT TO SELL]	$20.00	9/20/2008		X			10	⁽⁴⁾	9/20/2008	Common Stock	1000	$0.00	0	D ⁽¹⁾
PUT OPTION: HUNUV [RIGHT TO SELL]	$12.50	9/20/2008		X			210	⁽⁴⁾	9/20/2008	Common Stock	21000	$0.00	0	D ⁽¹⁾
PUT OPTION: HUNUW [RIGHT TO SELL]	$17.50	9/20/2008		X			76	⁽⁴⁾	9/20/2008	Common Stock	7600	$0.00	0	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 the transaction. Where the security shown 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 the transaction. Each of the securities shown on Table II is an exchange-traded option contract. Exchange-traded options are immediately exercisable and remain exercisable until expiration. These options were acquired on various dates. The transactions shown resulted from the exercise of in-the-money option contracts by third parties and by Citadel Derivatives Group LLC.

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 and the
arrangements between the Reporting Persons and others described in Item 4 of Amendment No. 2 to Schedule 13D filed by the
Reporting Persons on September 10, 2008 ("Amendment No. 2") relating to the Issuer (each of which is 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. ("Hexion") rejected the terms of the CVRs offered by the proposal letter described in Amendment No. 1. By a letter
dated September 11, 2008, Hexion conditionally consented to the Issuer's acceptance of the investor commitments described in
Amendment No. 2.

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 and Amendment
No. 2.

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 CHICAGO, 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 LLC 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603				See Note 1 in Remarks below
GRIFFIN KENNETH C C/O CITADEL INVESTMENT GROUP LLC 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, LLC 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		9/23/2008
^** 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 4(b)(v).
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