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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Huntsman Peter R
2. Issuer Name and Ticker or Trading Symbol

Huntsman CORP [ HUN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, CEO
(Last)          (First)          (Middle)

10003 WOODLOCH FOREST DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

11/26/2014
(Street)

THE WOODLANDS, TX 77380
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock   11/26/2014     M    454950   A $23.00   4045417   D    
Common Stock   11/26/2014     S (1)    423261   D $26.2126   (2) 3622156   D    
Common Stock                  191000   I   By Spouse as UGMA Custodian for Children   (3)
Common Stock                  843657   I   By Spouse as UTMA Custodian   (4)
Common Stock                  933328   I   By P&B Capital, L.C.  

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy)   $23.00   11/26/2014     M         454950      (5) 2/10/2015   Common Stock   454950   $0   0   D    

Explanation of Responses:
( 1)  These shares were withheld for payment of the exercise price and to satisfy tax withholding obligations. Peter Huntsman retained the remaining 31,689 shares acquired upon exercise of the options.
( 2)  The price reported in Column 4 of Table 1 on Line 2 with respect to the shares sold on November 26, 2014 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.99 to $26.35 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in Footnote (2) to this Form 4.
( 3)  Represents shares held by spouse as Uniform Gifts to Minors Act custodian for six of the reporting person's children. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
( 4)  Represents shares held by spouse as Utah Uniform Transfer to Minors Act custodian for eight of the reporting person's children. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
( 5)  These options granted under the Huntsman Stock incentive Plan were scheduled to expire on February 10, 2015 and vested in three equal annual installments beginning February 10, 2006.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Huntsman Peter R
10003 WOODLOCH FOREST DRIVE
THE WOODLANDS, TX 77380
X
President, CEO

Signatures
Sean H. Pettey, by Power of Attorney 11/28/2014
** 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).
** 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.
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