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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date ~~Pursuant~~of toReport ~~Section 13 OR 15~~(d) Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~February 17, ~~of 1934~~2005

~~Date~~Huntsman ~~of Report (Date of earliest event reported): October 14, 2004 (October 14, 2004)~~LLC

~~Huntsman LLC~~ (Exact name of registrant as specified in its charter)

Utah (State or other jurisdiction of incorporation)		333-112279 (Commission File Number)		87-0533091 (IRS Employer Identification No.)
500 Huntsman Way Salt Lake City, Utah (Address of principal executive offices)				84108 (Zip Code)

Utah
(State or other jurisdiction
of incorporation)

333-112279
(Commission
File Number)

87-0533091
(IRS Employer
Identification No.)

500 Huntsman Way
Salt Lake City, Utah
(Address of principal executive offices)

84108
(Zip Code)

Registrant's telephone number, including area code: (801) 584-5700

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications ~~Item~~pursuant ~~1.01.~~to ~~Entry~~Rule 425 ~~into~~under athe ~~Material~~Securities ~~Definitive~~Act ~~Agreement~~(17 CFR 230.425)

~~The disclosure~~o Soliciting ~~set~~material ~~forth~~pursuant ~~below~~to ~~under~~Rule 14a-12 ~~Item 2.03., "Creation of a Direct Financial Obligation or an Obligation~~ under anthe ~~Off-Balance~~Exchange ~~Sheet~~Act ~~Arrangement~~(17 ~~of a Registrant," is~~CFR ~~hereby incorporated by reference into this Item 1~~240.~~01.~~14a-12)

o Pre-commencement communications ~~Item~~pursuant ~~1.02.~~to ~~Termination~~Rule 14d-2(b) ofunder athe ~~Material~~Exchange ~~Definitive~~Act ~~Agreement~~(17 CFR 240. 14d-2(b))

~~The~~o Pre-commencement ~~disclosure~~communications ~~set~~pursuant ~~forth~~to ~~below~~Rule 13e-4(c) under ~~Item~~the ~~2.03.,~~Exchange ~~"Creation~~Act ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of~~(17 aCFR ~~Registrant," is hereby incorporated by reference into this Item 1~~240.~~02.~~13e-4(c))

Item 2.0304. Triggering ~~Creation~~Events ofThat Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement ~~of a Registrant~~.

OnIn ~~October 14,~~connection ~~2004,~~with ~~Huntsman~~our ~~LLC~~issuance ~~(the~~on ~~"Company")~~June 22, ~~completed~~2004 aof $~~1.065~~400 ~~billion~~million ~~refinancing~~ of ~~its~~ senior ~~secured~~notes, ~~credit~~consisting ~~facilities. The new credit facilities consist~~ of a $~~350~~300 million ~~revolving~~of ~~facility~~senior ~~due~~unsecured ~~2009~~notes, ~~with~~which bear aninterest ~~outstanding~~at ~~balance~~11.5% and mature on ~~October~~July 1415, ~~2004~~2012 of(the ~~$105 million~~"Fixed Rate Notes"), and a $~~715~~100 million ~~term~~of ~~loan~~senior Bunsecured ~~facility due~~floating ~~2010.~~rate ~~The~~notes, ~~revolving~~which ~~facility~~bear isinterest ~~secured~~at by a ~~first~~rate ~~priority~~equal ~~lien~~to onLIBOR ~~substantially~~plus 7.25% ~~all~~and ofmature ~~the~~on ~~current~~July 15, 2011, we and ~~intangible~~the ~~assets~~guarantors of the ~~Company~~notes ~~and~~entered ~~its~~into ~~restricted~~a ~~domestic~~registration ~~subsidiaries~~rights ~~and~~agreement bywith athe ~~second priority~~initial ~~lien~~purchasers onof ~~substantially~~the ~~all~~notes. Under the terms of the ~~property~~agreement, ~~plant~~we were ~~and~~required ~~equipment~~to offile a ~~the~~registration ~~Company~~statement ~~and~~relating ~~its~~to ~~restricted~~an ~~domestic~~exchange ~~subsidiaries~~offer ~~and~~for the ~~Company's~~notes ~~equity~~on ~~interest~~or inbefore ~~Huntsman~~November 19, ~~International~~2004 ~~Holdings LLC~~(the "Filing Date"). ~~The~~Because ~~term~~we ~~loan~~did Bnot ~~facility~~file isthe ~~secured~~registration statement by athe ~~first~~Filing ~~priority~~Date, ~~lien~~we onwere ~~substantially~~required ~~all~~to ofpay additional interest on the ~~property,~~notes ~~plant~~at ~~and~~a ~~equipment~~rate of ~~the~~0.25% ~~Company~~per ~~and~~year ~~its~~for ~~restricted~~the ~~domestic~~first ~~subsidiaries~~90 day ~~and~~period following the ~~Company's equity~~Filing ~~interest~~Date, inand ~~Huntsman~~this ~~International~~rate ~~Holdings~~increased to ~~LLC~~0.50% ~~and~~per byyear afor the second ~~priority~~90 day ~~lien~~period onfollowing ~~substantially~~the ~~all~~Filing ofDate, ~~the~~beginning ~~current~~February 17, ~~and~~2005. ~~intangible~~We ~~assets~~expect ofto file the ~~Company~~registration ~~and~~statement ~~its~~during ~~restricted~~the ~~domestic~~second ~~subsidiaries~~quarter of 2005.

~~Borrowings~~We ~~under~~have ~~the~~called ~~new~~$78 million ~~revolving~~(or ~~facility~~26%) ~~will~~of bethe ~~limited~~Fixed byRate aNotes ~~borrowing~~for ~~base~~redemption ~~consisting~~on ofMarch 14, ~~eligible~~2005 ~~accounts receivable~~ and ~~inventory. The new term loan B facility has scheduled annual amortization payments of approximately~~ $724 million, ~~with~~(or ~~the~~8%) ~~remaining~~of ~~balance~~the ~~due~~Fixed atRate ~~maturity.~~Notes ~~The~~for ~~new~~redemption ~~revolving facility and new term loan B facility bear interest at LIBOR plus 2.25%~~on ~~per annum and LIBOR plus 3.50% per annum~~March 17, ~~respectively~~2005. The ~~revolving~~conditions ~~credit~~to ~~and~~these ~~term~~redemptions ~~loan~~have ~~agreements~~been ~~contain customary financial covenants, events of default and acceleration provisions~~satisfied.

Proceeds of the refinancing were used to repay in full the Company's outstanding borrowings under its previous senior secured credit facilities. As of October 14, 2004, the Company's previous credit facilities consisted of a $275 million revolving credit facility due 2006, with an outstanding balance of $98.8, and a $606.3 million term loan A facility and a $96.1 million term loan B facility, both due 2007. As of October 14, 2004, borrowings under the previous revolving credit facility bore interest at LIBOR plus 3.50% per annum, borrowings under the term loan A facility bore interest at LIBOR plus 4.00% per annum and borrowings under the term loan B facility bore interest at LIBOR 9.75% per annum.

In connection with the refinancing, the Company entered into (i) a revolving credit agreement with Deutsche Bank Trust Company Americas ("Deutsche Bank"), as administrative agent and collateral agent, and the financial institutions signatory thereto, (ii) a credit agreement with Deutsche Bank, as administrative agent, and the financial institutions party thereto and (iii) related documents, including security documents, with Deutsche Bank, all dated as of October 14, 2004. Deutsche Bank also serves as administrative agent for the senior secured credit facilities of the Company's indirect consolidated subsidiary Huntsman International LLC (the "HI Credit Facilities"). In addition, some of the financial institutions party to these agreements may be parties to the HI Credit Facilities.

Also in connection with the refinancing, the Company terminated (i) the amended and restated credit agreement, as amended, dated as of September 30, 2002, with Deutsche Bank, as administrative agent, and the financial institutions party thereto, (ii) the revolving credit agreement, as amended, dated as of September 30, 2002, with Deutsche Bank, as administrative agent, and the financial institutions party thereto and (iii) the related documents, including security documents, with Deutsche Bank.

The Company intends to file the new revolving credit and term loan agreements and related documents as exhibits to its Quarterly Report on Form 10-Q for the period ended September 30, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HUNTSMAN LLC /s/ ~~JOHN~~SEAN R.DOUGLAS ~~HESKETT~~SEAN ~~JOHN~~DOUGLAS ~~R. HESKETT~~ Vice President, ~~Corporate Development~~ and ~~Investor Relations~~Treasurer

Dated: ~~October~~February 1424, ~~2004~~2005

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Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

SIGNATURES

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