AIR PRODUCTS & CHEMICALS INC /DE/ (Form: S-8, Received: 03/21/2006 10:09:09)

As filed with the Securities and Exchange Commission on March 21, 2006

Registration No.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AIR PRODUCTS AND CHEMICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

23-1274455

(I.R.S. Employer Identification No.)

7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501

(Address of Principal Executive Offices) (Zip Code)

Air Products and Chemicals, Inc. Long-Term Incentive Plan

(Full Title of the Plan)

W. Douglas Brown, Vice President, General Counsel and Secretary
Air Products and Chemicals, Inc., 7201 Hamilton Boulevard, Allentown, PA 18195-1501

(Name and Address of Agent for Service)

610-481-4911

(Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE



Titles of securities		Proposed maximum	Proposed maximum
to be registered	Amount to be registered	offering price per share	aggregate offering price	Amount of registration fee
Common Stock, par value $1	448,050	$64.44	$ 28,872,342.00	$ 3,089.34 ⁽¹⁾
Options Granted, 10/01/05	1,856,100	$55.33	$102,698,013.00	$ 10,988.69 ⁽²⁾
Options Granted, 01/17/06	3,000	$59.24	$ 177,720.00	$ 19.02 ⁽²⁾
	2,307,150			$ 14,097.05


(1)		The registration fee with respect to these shares has been computed in accordance with paragraphs (c) and (h) of Rule 457, based upon the average of the reported high and low sales prices of shares of Common Stock on 14 March 2006 (i.e., $64.44 per share.

(2)		The registration fee with respect to these shares has been computed in accordance with paragraph (h) of Rule 457 based upon the stated exercise price of the Options.

TABLE OF CONTENTS


EXHIBITS
SIGNATURES
EXHIBIT INDEX
EX-23: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-24: POWER OF ATTORNEY

Air Products and Chemicals, Inc. (the “Company”), by the filing of this Registration Statement, hereby registers additional shares of common stock of the Company, for distribution pursuant to the Long-Term Incentive Plan (the “Plan”). These are securities of the same class as the securities registered on Form S-8, Registration Statement No. 333-103809 for distribution pursuant to the Plan. Accordingly, the contents of Registration Statement No. 333-103809 are incorporated herein by reference. The Company’s report on Form 10-K for the year ended 30 September 2005 and the Form 10-Q for the period ended 31 December 2005 are also incorporated herein by reference.

EXHIBITS

	4.1.		By-Laws of the Company. (Filed as Exhibit 3.1 to the Company’s Form 8-K Report dated 18 September 1997.)

	4.2.		Restated Certificate of Incorporation of the Company. (Filed as Exhibit 3.2 to the Company’s Form 10-K Report for the fiscal year ended 30 September 1987.)

	4.3.		Amendment to the Restated Certificate of Incorporation of the Company dated 25 January 1996. (Filed as Exhibit 3.3 to the Company’s Form 10-K Report for the fiscal year ended 30 September 1996.)

	4.4.		Rights Agreement, dated as of 19 March 1998, between the Company and First Chicago Trust Company of New York. (Filed as Exhibit 1 to the Company’s Form 8-A Registration Statement dated 19 March 1998, as amended by Form 8-A/A dated 16 July 1998.)

	23.		Consent of Independent Registered Public Accounting Firm

	24.		Power of Attorney.

SIGNATURES

The Registrant . Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, Commonwealth of Pennsylvania, on this 21 ^st day of March 2006.


		AIR PRODUCTS AND CHEMICALS, INC.
		(Registrant)

		By:		/s/ W. Douglas Brown

				W. Douglas Brown ^*
				Vice President, General Counsel
				and Secretary


*		W. Douglas Brown, Vice President, General Counsel and Secretary, by signing his name hereto, signs this registration statement on behalf of the registrant and, for each of the persons indicated by asterisk on pages 3 and 4 hereof, pursuant to a power of attorney duly executed by such persons which is filed with the Securities and Exchange Commission herewith.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date

/s/ John P. Jones III John P. Jones III	Director, Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer)	21 March 2006

/s/ Paul E. Huck Paul E. Huck	Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer)	21 March 2006


* Mario L. Baeza	Director	21 March 2006

* William L. Davis, III	Director	21 March 2006

* Michael J. Donahue	Director	21 March 2006

* Ursula O. Fairbairn	Director	21 March 2006

* W. Douglas Ford	Director	21 March 2006

* Edward E. Hagenlocker	Director	21 March 2006

* Margaret G. McGlynn	Director	21 March 2006


Signature	Title	Date

* Terrence Murray	Director	21 March 2006

* Charles H. Noski	Director	21 March 2006

* Lawrence S. Smith	Director	21 March 2006

EXHIBIT INDEX


Exhibit		Page

4.1.	By-Laws of the Company. (Filed as Exhibit 3.1 to the Company’s Form 8-K Report dated 18 September 1997.)	N/A

4.2.	Restated Certificate of Incorporation of the Company. (Filed as Exhibit 3.2 to the Company’s Form 10-K Report for the fiscal year ended 30 September 1987.)	N/A

4.3.	Amendment to the Restated Certificate of Incorporation of the Company dated 25 January 1996. (Filed as Exhibit 3.3 to the Company’s Form 10-K Report for the fiscal year ended 30 September 1996.)	N/A

4.4.	Rights Agreement, dated as of 19 March 1998, between the Company and First Chicago Trust Company of New York. (Filed as Exhibit 1 to the Company’s Form 8-A Registration Statement dated 19 March 1998, as amended by Form 8-A/A dated 16 July 1998.)	N/A

23.	Consent of Independent Registered Public Accounting Firm	6

24.	Power of Attorney	7

No opinion of counsel is being filed because the Common Stock to be distributed in connection with the Plan will consist exclusively of previously issued shares that are presently held by the registrant as treasury shares and will not constitute original issuance shares; further, no opinion is being furnished with respect to ERISA compliance because the Plan covered by the registration statement is not subject to the requirements of ERISA.

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Air Products and Chemicals, Inc.:

We consent to the use of our reports dated 22 November 2005, with respect to the consolidated balance sheets of Air Products and Chemicals, Inc. and subsidiaries as of 30 September 2005 and 2004, and the related consolidated statements of income, cash flows, and shareholders’ equity for each of the years in the three year period ended 30 September 2005, and the related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of 30 September 2005, and the effectiveness of internal control over financial reporting as of 30 September 2005 which reports appear in the 30 September 2005 annual report on Form 10-K of Air Products and Chemicals, Inc., incorporated herein by reference.

/s/ KPMG LLP

Philadelphia, Pennsylvania
16 March 2006

EXHIBIT 24

POWER OF ATTORNEY

K now A ll M en B y T hese P resents , that each person whose signature appears below constitutes and appoints JOHN P. JONES III or PAUL E. HUCK or W. DOUGLAS BROWN, acting severally, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign one or more Registration Statements, and any amendments thereto, which may be required in connection with (i) the registration of Common Stock, Preferred Stock, Depositary Shares, Debt Securities, and Warrants, including the registration of Common Stock for issuance under any employee benefit or compensation plan, (ii) the registration of interests under any employee benefit or compensation plan maintained by the Company or (iii) any fundamental change in the information contained in such Registration Statements, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities and Exchange Act of 1933, this Power of Attorney has been signed below by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ John P. Jones III John P. Jones III	Director, Chairman of the Board (Principal Executive Officer)	17 November 2005

/s/ Mario L. Baeza Mario L. Baeza	Director	17 November 2005

/s/ William L. Davis, III William L. Davis, III	Director	17 November 2005


Signature	Title	Date

/s/ Michael J. Donahue Michael J. Donahue	Director	17 November 2005

/s/ Ursula O. Fairbairn Ursula O. Fairbairn	Director	17 November 2005

/s/ W. Douglas Ford W. Douglas Ford	Director	17 November 2005

/s/ Edward E. Hagenlocker Edward E. Hagenlocker	Director	17 November 2005

/s/ James F. Hardymon James F. Hardymon	Director	17 November 2005

/s/ Margaret G. McGlynn Margaret G. McGlynn	Director	17 November 2005

/s/ Terrence Murray Terrence Murray	Director	17 November 2005

/s/ Charles H. Noski Charles H. Noski	Director	17 November 2005

/s/ Lawrence S. Smith Lawrence S. Smith	Director	17 November 2005

/s/ Lawrason D. Thomas Lawrason D. Thomas	Director	17 November 2005

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