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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 11)

Huntsman Corporation
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

447011 10 7
(CUSIP Number)

Samuel D. Scruggs, 500 Huntsman Way, Salt Lake City, Utah 84108, (801) 584-5700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 15, 2009
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: The information required on 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).

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EXPLANATORY NOTE

        This Statement on Schedule 13D, as amended as of the date hereof (this "Statement"), is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (i) Huntsman Family Holdings Company LLC, a Utah limited liability company ("Huntsman Family Holdings"), (ii) Jon M. Huntsman ("J. Huntsman"), (iii) Peter R. Huntsman ("P. Huntsman"), (iv) David J. Matlin ("Matlin"), (v) MatlinPatterson Global Opportunities Partners L.P., a Delaware limited partnership ("Matlin Partners (Delaware)"), (vi) MatlinPatterson Global Opportunities Partners B, L.P., a Delaware limited partnership (the "Opt-Out Fund"), (vii) MatlinPatterson Global Opportunities Partners (Bermuda) L.P., an exempt limited partnership organized under the laws of Bermuda ("Matlin Partners (Bermuda)" and together with Matlin Partners (Delaware) and Opt-Out Fund, the "Matlin Partnerships"), (viii) MatlinPatterson Global Advisers LLC, a Delaware limited liability company, by virtue of its investment authority over securities held by the Matlin Partnerships ("Matlin Advisers"), (ix) MatlinPatterson Global Partners LLC, a Delaware limited liability company, as general partner of the Matlin Partnerships ("Matlin Global Partners"), (x) MatlinPatterson Asset Management LLC, a Delaware limited liability company, as the holder of all of the membership interests in Matlin Global Partners and Matlin Advisers ("Matlin Asset Management"), (xi) MatlinPatterson LLC, a Delaware limited liability company, as the holder of all of the membership interests in Matlin Asset Management ("MatlinPatterson") and (xii) Mark R. Patterson and Matlin, each as a holder of 50% of the membership interests in MatlinPatterson. Matlin, the Matlin Partnerships, Matlin Advisers, Matlin Global Partners, Matlin Asset Management, MatlinPatterson and Mark R. Patterson are collectively referred to as the "Matlin Parties." The foregoing entities and persons are collectively referred to as the "Reporting Persons." J. Huntsman, P. Huntsman, Matlin and Christopher R. Pechock ("Pechock") are administrative trustees of HMP Equity Trust, a Delaware statutory trust ("HMP Trust") which prior to October 12, 2009 was the record holder of certain Shares that were disposed of as described in this Statement.

        Except as amended and supplemented hereby, the original Schedule 13D filed by the Reporting Persons on February 22, 2005, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on March 9, 2005, as amended by Amendment No. 2 to Schedule 13D filed by the Reporting Persons on July 13, 2007, as amended by Amendment No. 3 to Schedule 13D filed by the Reporting Persons on August 6, 2007, as amended by Amendment No. 4 to Schedule 13D filed by the Reporting Persons on August 29, 2008, as amended by Amendment No. 5 to Schedule 13D filed by the Reporting Persons on September 8, 2008, as amended by Amendment No. 6 to Schedule 13D filed by the Reporting Persons on October 28, 2008, as amended by Amendment No. 7 to Schedule 13D filed by the Reporting Persons on September 22, 2009, as amended by Amendment No. 8 to Schedule 13D filed by the Reporting Persons on September 24, 2009, as amended by Amendment No. 9 to Schedule 13D filed by the Reporting Persons on October 1, 2009 and as amended by Amendment No. 10 to Schedule 13D filed by the Reporting Persons on October 8, 2009 (collectively, the "Original Schedule 13D") remains in full force and effect and should be read together with this Statement. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to them in the Original Schedule 13D.

        On October 12, 2009, the administrative trustees of HMP Trust took action to distribute from HMP Trust the remaining 1,783,701 shares of common stock (the "Common Stock" or "Shares"), par value $0.01 per share, of Huntsman Corporation, a Delaware corporation (the "Company"), to the Matlin Partnerships, the owners of the outstanding beneficial interests in HMP Trust. This Statement is being filed to disclose that on October 13, 2009, October 14, 2009 and October 15, 2009, the Matlin Partnerships sold an aggregate of 250,900, 900,000 and 632,801 Shares, respectively, into the open market. These open market sales were completed in accordance with Rule 144 under the Securities Act

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of 1933, as amended, and are referred to in this Statement as the "October 13-15 Matlin Sales." Following the October 13-15 Matlin Sales, the Matlin Parties do not beneficially own any Shares and will cease to be Reporting Persons.

Item 4.    Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety as follows:

        Before the Reorganization Transactions were effectuated, in order to reorganize the structure of the Company and its affiliates in a manner that would facilitate the initial public offering of Shares, on February 10, 2005, Huntsman Family Holdings and the Matlin Partnerships, as holders of beneficial interests in HMP Trust, and J. Huntsman, P. Huntsman, Matlin and Pechock, as administrative trustees of HMP Trust, and Deutsche Bank Trust Company Delaware, as Delaware trustee of HMP Trust, entered into the HMP Equity Trust Amended and Restated Trust Agreement (the "Trust Agreement"). Pursuant to the terms of the Trust Agreement, each of Huntsman Family Holdings and the Matlin Partnerships caused to be delivered to HMP Trust all of the Shares that they were entitled to receive pursuant to the Reorganization Transactions. On October 13, 2009, HMP Trust distributed all remaining 1,783,701 Shares held by it to the Matlin Partnerships and there are no Shares held by HMP Trust.

        On October 13, 2009, each of Matlin Partners (Delaware), Matlin Partners (Bermuda) and the Opt Out Fund sold 182,832, 63,710, and 4,358, respectively, into the open market at prices ranging from $9.4500 to $9.5100 per share, and at a weighted average price per share of $9.4571. On October 14, 2009, each of Matlin Partners (Delaware), Matlin Partners (Bermuda) and the Opt Out Fund sold 655,833, 228,534, and 15,633, respectively, into the open market at prices ranging from $9.5500 to $9.6900 per share, and at a weighted average price per share of $9.587. On October 15, 2009, each of Matlin Partners (Delaware), Matlin Partners (Bermuda) and the Opt Out Fund sold 461,125, 160,685 and 10,991, respectively, into the open market at prices ranging from $9.2200 to $9.3500 per share, and at a weighted average price per share of $9.2471. These open market sales were completed in accordance with Rule 144 under the Securities Act of 1933, as amended, and are referred to in this Statement as the "Oct. 13-15 Matlin Sales."

        None of the Reporting Persons nor, to the best knowledge of such persons, any other person named in Schedule A to this Statement, has formulated any plans or proposals which relate to or would result in any matter required to be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.    Interests in Securities of the Issuer.

Item 5 is deleted in its entirety and restated as follows:

        (a)   J. Huntsman may be deemed to be the beneficial owner of the 24,903,006 Shares held by Huntsman Family Holdings, by virtue of owning a significant portion of the membership interests of Huntsman Family Holdings which ownership may enable J. Huntsman to influence the actions taken by Huntsman Family Holdings and the composition of the management of Huntsman Family Holdings. In addition, J. Huntsman may be deemed to be the beneficial owner of (i) 22,900 Shares held by the Karen H. Huntsman Inheritance Trust, by virtue of being the spouse of the trustee of such trust and (ii) the 21,782,000 Shares which he contributed to The Jon and Karen Huntsman Foundation (the "Huntsman Foundation") on June 25, 2007, by virtue of having the right to appoint all trustees on the Board of Trustees of the Huntsman Foundation and the right to remove any such trustees with or without cause or for any reason. J. Huntsman expressly disclaims beneficial ownership of any shares held by Huntsman Family Holdings, the Karen H. Huntsman Inheritance Trust or the Huntsman Foundation.

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        P. Huntsman is the beneficial owner of an additional (i) 1,463,328 Shares, which includes 527,474 shares of restricted Common Stock and (ii) 1,139,425 shares of Common Stock subject to stock options exercisable within 60 days. Furthermore, P. Huntsman may be deemed to be the beneficial owner of an additional 191,000 Shares held by his spouse as a custodian under the Uniform Gifts to Minors Act for the benefit of their children. P. Huntsman expressly disclaims beneficial ownership of any Shares held by his spouse for the benefit of their children.

        Following the October 13-15 Matlin Sales, each of the Matlin Parties has no beneficial ownership of any Shares.

        The filing of this Statement shall not be construed as an admission by any of the Reporting Persons that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of Shares owned by, or held for the benefit of, other parties.

        (b)   Huntsman Family Holdings has shared voting and dispositive power with respect to the 24,903,006 Shares (approximately 10.5% of the 237,308,742 Shares of the Company outstanding as of September 21, 2009) held by it.

        J. Huntsman may be deemed to have shared voting and dispositive power with respect to an additional (i) 24,903,006 Shares (approximately10.5% of our outstanding Shares) held by Huntsman Family Holdings, by virtue of owning a significant portion of the membership interests of Huntsman Family Holdings which ownership may enable J. Huntsman to influence the actions taken by Huntsman Family Holdings and the composition of the management of Huntsman Family Holdings, (ii) 22,900 Shares (less than 1% of our outstanding Shares) held by the Karen H. Huntsman Inheritance Trust, by virtue of being the spouse of the trustee of such trust and (iii) 21,782,000 Shares (9.2% of our outstanding Shares) which he contributed to the Huntsman Foundation on June 25, 2007, by virtue of having the right to appoint all trustees on the Board of Trustees of the Huntsman Foundation and the right to remove any such trustees with or without cause or for any reason. J. Huntsman expressly disclaims beneficial ownership of any shares held by Huntsman Family Holdings, the Karen H. Huntsman Inheritance Trust or the Huntsman Foundation. P. Huntsman has sole voting and dispositive power with respect to an additional (i) 1,463,328 Shares (less than 1% of our outstanding Shares), which includes 527,474 Shares of restricted Common Stock (less than 1% of our outstanding Shares) and (ii) 1,139,425 shares of Common Stock subject to stock options exercisable within 60 days (less than 1% of our outstanding Shares). P. Huntsman may also be deemed to have shared voting and dispositive power with respect to an additional 191,000 Shares (less than 1% of our outstanding Shares) held by his spouse as a custodian under the Uniform Gifts to Minors Act for the benefit of their children. P. Huntsman expressly disclaims beneficial ownership of any Shares held by his spouse for the benefit of their children.

        Following the October 13-15 Matlin Sales, none of the Matlin Parties has any voting or dispositive power over any Shares.

        (c)   Except for the transactions reported in this Statement, in Amendment No. 7 to Schedule 13D filed by the Reporting Persons on September 22, 2009, in Amendment No. 8 to Schedule 13D filed by the Reporting Persons on September 24, 2009, in Amendment No. 9 to Schedule 13D filed by the Reporting Persons on October 1, 2009, and in Amendment No. 10 to Schedule 13D filed by the Reporting Persons on October 8, 2009, the Reporting Persons did not engage in any transactions with respect to the Shares within the last 60 days.

        (d)   Not applicable.

        (e)   The Matlin Parties ceased to be beneficial owners of five percent or more of the outstanding Shares on October 15, 2009. Accordingly, this Statement is an exit filing for each of the Matlin Parties.

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Item 7.    Material to be Filed as Exhibits

Item 7 is deleted in its entirety and restated as follows:

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Signatures

        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.

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EXPLANATORY NOTE

Item 4. Purpose of Transaction.
Item 5. Interests in Securities of the Issuer.
Item 7. Material to be Filed as Exhibits

Signatures