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

FORM 8-K

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

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

~~Huntsman~~Date ~~LLC~~of Report (Date of earliest event reported): July 11, 2005

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.)

Delaware	333-112279	87-0533091
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Huntsman Way Salt Lake City, Utah		84108
(Address of Principal Executive Offices)		(Zip Code)

~~500~~Registrant's Telephone ~~Huntsman Way Salt Lake City~~Number, ~~Utah~~including ~~(Address~~Area ofCode: ~~principal executive offices) 84108~~ (~~Zip Code~~801) 584-5700

~~Registrant's~~Not Applicable. ~~telephone~~(Former ~~number~~name or former address, ~~including~~if ~~area~~changed ~~code:~~since ~~(801~~last report) ~~584-5700~~

Check the ~~Not~~appropriate ~~applicable (Former~~box ~~name~~below orif ~~former~~the ~~address,~~Form 8-K iffiling ~~changed~~is ~~since~~intended ~~last~~to ~~report~~simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o: Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o: Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~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~~Item ~~(see~~1.01 ~~General~~Entry ~~Instruction~~into ~~A.2.~~a ~~below):~~Definitive Material Agreement

~~o Written~~ On July 11, 2005, Huntsman LLC (the "Company") and HSBC Bank USA, National Association, as Trustee (the "Trustee"), entered into a Supplemental Indenture ~~communications~~(the ~~pursuant~~"Unsecured toNote Supplemental ~~Rule~~Indenture"), amending and supplementing the Indenture dated as of June ~~425~~22, ~~under~~2004 (the ~~Securities~~"Unsecured ~~Act~~Note Indenture"), between the Company, the Guarantors named therein and the Trustee, relating to the Company's 111/2% Senior Notes due 2012 and the Senior Floating Rate Notes due 2011 (17together, ~~CFR~~the ~~230~~"Unsecured Notes").~~425~~ On July 13, 2005, the Company and the Trustee also entered into a Supplemental Indenture (the "Secured Note Supplemental Indenture" and, with the Unsecured Note Supplemental Indenture, the "Supplemental Indentures") to the Indenture, dated as of September 30, 2003 (the "Secured Note Indenture" and, together with the Unsecured Note Indenture, the "Indentures"), between the Company, the Guarantors named therein and the Trustee, relating to the Company's 115/8% Senior Secured Notes due 2010 (the "Secured Notes" and, together with the Unsecured Notes, the "Notes").

~~o Soliciting~~ The Supplemental ~~material~~Indentures ~~pursuant~~were toadopted ~~Rule 14a-12~~in ~~under~~connection with the ~~Exchange~~proposed ~~Act~~merger (17the ~~CFR~~"Merger") of the Company and Huntsman International LLC. Although executed on July 11 and ~~240~~July 13, 2005, the amendments contained in the Supplemental Indentures will not become operative until the Merger occurs and certain other conditions are met, including the payment of certain consent payments to holders of the Notes who delivered and did not revoke valid consents to the amendments contained in the Supplemental Indentures prior to the applicable expiration date for the relevant consent solicitation.~~14a-12)~~ We cannot give any assurance that the Merger will occur.

~~o Pre-commencement~~ The Supplemental ~~communications~~Indentures ~~pursuant~~amend certain of the restrictive covenants in the Indentures, including increasing the size of the secured Credit Facilities basket. In addition, the Secured Indenture will be amended to ~~Rule 14d-2(b)~~reflect ~~under~~modifications of collateral arrangements with respect to the ~~Exchange~~Secured ~~Act~~Notes. ~~(17~~The foregoing summary is not a complete description of the Supplemental Indentures and ~~CFR~~is ~~240~~qualified in its entirety by reference to the Supplemental Indentures filed as Exhibit 4.~~14d-~~1 and 4.2~~(b))~~ to this report and incorporated herein by reference.

~~o Pre-commencement~~ ~~communications~~ ~~pursuant~~ Item to9.01 ~~Rule 13e-4(c)~~Financial ~~under~~Statements ~~the~~and ~~Exchange Act (17 CFR 240.13e-4(c))~~ Exhibits

(c): Exhibits
4.1: Supplemental Indenture to Indenture relating to 11¹/2% Senior Notes due 2012 and Senior Floating Rate Notes due 2011, among the Company, the Guarantors named therein and HSBC Bank USA, National Association, as Trustee, dated July 11, 2005.
4.2: Supplemental Indenture to Indenture relating to 11⁵/8% Senior Secured Notes due 2010, among the Company, the Guarantors named therein and HSBC Bank USA, National Association, as Trustee, dated July 13, 2005.

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

In connection with our issuance on June 22, 2004 of $400 million of senior notes, consisting of $300 million of senior unsecured notes, which bear interest at 11.5% and mature on July 15, 2012 (the "Fixed Rate Notes"), and $100 million of senior unsecured floating rate notes, which bear interest at a rate equal to LIBOR plus 7.25% and mature on July 15, 2011, we and the guarantors of the notes entered into a registration rights agreement with the initial purchasers of the notes. Under the terms of the agreement, we were required to file a registration statement relating to an exchange offer for the notes on or before November 19, 2004 (the "Filing Date"). Because we did not file the registration statement by the Filing Date, we were required to pay additional interest on the notes at a rate of 0.25% per year for the first 90 day period following the Filing Date, and this rate increased to 0.50% per year for the second 90 day period following the Filing Date, beginning February 17, 2005. We expect to file the registration statement during the second quarter of 2005.

We have called $78 million (or 26%) of the Fixed Rate Notes for redemption on March 14, 2005 and $24 million (or 8%) of the Fixed Rate Notes for redemption on March 17, 2005. The conditions to these redemptions have been satisfied.

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/ SEAN DOUGLAS SEAN DOUGLAS Vice President and Treasurer

	HUNTSMAN LLC
Date: July 15, 2005	By:	/s/ JOHN HESKETT
	Name:	John Heskett
	Title:	Vice President, Corporate Development and Investor Relations

~~Dated:~~ ~~February 24,~~ ~~2005~~ EXHIBIT INDEX

Exhibit Number		Description
4.1		Supplemental Indenture to Indenture relating to 11¹/2% Senior Notes due 2012 and Senior Floating Rate Notes due 2011, among the Company, the Guarantors named therein and HSBC Bank USA, National Association, as Trustee, dated July 11, 2005.
4.2		Supplemental Indenture to Indenture relating to 11⁵/8% Senior Secured Notes due 2010, among the Company, the Guarantors named therein and HSBC Bank USA, National Association, as Trustee, dated July 13, 2005.

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Item 1.01 Entry into a Definitive Material Agreement

Item 9.01 Financial Statements and Exhibits

SIGNATURES
EXHIBIT INDEX

Filing Compare · HUNTSMAN LLC