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<SEC-DOCUMENT>0000002969-02-000014.txt : 20020607
<SEC-HEADER>0000002969-02-000014.hdr.sgml : 20020607
<ACCEPTANCE-DATETIME>20020604152743
ACCESSION NUMBER:		0000002969-02-000014
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020530
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020604

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AIR PRODUCTS & CHEMICALS INC /DE/
		CENTRAL INDEX KEY:			0000002969
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL INORGANIC CHEMICALS [2810]
		IRS NUMBER:				231274455
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04534
		FILM NUMBER:		02670003

	BUSINESS ADDRESS:	
		STREET 1:		7201 HAMILTON BLVD
		CITY:			ALLENTOWN
		STATE:			PA
		ZIP:			18195-1501
		BUSINESS PHONE:		6104814911

	MAIL ADDRESS:	
		STREET 1:		7201 HAMILTON BLVD
		CITY:			ALLENTOWN
		STATE:			PA
		ZIP:			18195-1501
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k053002.txt
<DESCRIPTION>ITEMS 4 AND 7
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                             ----------------------


                                    FORM 8-K



                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934






          Date of Report (Date of earliest event reported) 30 May 2002
                                                           ------------




                        Air Products and Chemicals, Inc.
                     --------------------------------------
               (Exact name of registrant as specified in charter)

<TABLE>
<CAPTION>

<S>                                             <C>                      <C>
          Delaware                                  1-4534                     23-1274455
- ----------------------------------------------  -----------------------  ---------------------------
 (State of other jurisdiction of incorporation) (Commission file number) (IRS Identification number)


 7201 Hamilton Boulevard, Allentown, Pennsylvania                            18195-1501
- -------------------------------------------------------                   ---------------
       (Address of principal executive offices)                              (Zip Code)
</TABLE>

Registrant's telephone number, including area code (610) 481-4911
                                                   --------------


<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant.
- -------  ----------------------------------------------

        The Employee Benefit Plans Committee (the "Committee") of Air
Products and Chemicals, Inc. ("Air Products") annually considers and
approves the selection of Air Products Retirement Savings and Stock
Ownership Plan's (the "RSSOP"), independent public accountants. The
Committee decided on 29 May 2002 to no longer engage Arthur Andersen
LLP ("Andersen") as the RSSOP's independent public accountants and has
engaged KPMG LLP to serve as the RSSOP's independent public
accountants for the plan year ending 30 September 2002.

        Andersen's reports on the RSSOP's financial statements for the
past two years did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit
scope, or accounting principles.

        During the RSSOP's two most recent plan years and through the
date of this Form 8-K, there were no disagreements with Andersen on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to
Andersen's satisfaction, would have caused it to make reference to the
subject matter in connection with its report on the RSSOP's financial
statements for such years. There were no reportable events as listed
in Item 304(a)(1)(v) of Regulation S-K.

        Air Products has provided Andersen with a copy of the
foregoing disclosure. Attached as Exhibit 16 is a copy of Andersen's
letter, dated 30 May 2002, stating its agreement with such statements.

        During the RSSOP's two most recent plan years and through the
date of this Form 8-K, Air Products did not consult with KPMG LLP with
respect to the application of accounting principles to a specified
transaction, either completed or posed, or the type of audit opinion
that might be rendered on the RSSOP's financial statements, or any
other matters or reportable events listed in Items 304(a)(2)(i) and
(ii) of Regulation S-K.

Item 7.  Financial Statements and Exhibits
- -------  ---------------------------------

c)       Exhibits.  The following Exhibit is filed with this document.
         ---------

         Exhibit
         Number            Description
         ------            -----------

           16              Letter from Arthur Andersen LLP to the Securities and
                           Exchange Commission dated 30 May 2002


                                       2

<PAGE>



                                   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, thereunto duly authorized.

                                           Air Products and Chemicals, Inc.
                                        ---------------------------------------
                                                     (Registrant)




Dated: 30 May 2002            By:                  /s/ John R. Owings
                                      -----------------------------------------
                                                      John R. Owings
                                      Vice President and Chief Financial Officer



                                       3
<PAGE>



                                  EXHIBIT INDEX


        Exhibit
        Number         Description
        ------         -----------

        16             Letter from Arthur Andersen LLP to the Securities and
                       Exchange Commission dated 30 May 2002







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>3
<FILENAME>exhibit16.txt
<DESCRIPTION>AA LETTER CHANGE OF CERTIFYING ACCOUNTANT TO KPMG
<TEXT>

                                                                     Exhibit 16




                                                Arthur Andersen LLP
                                                1601 Market Street
                                                Philadelphia PA 19103-2499
                                                Tel 267 675 6000
                                                www.andersen.com

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

May 30, 2002

Ladies and Gentlemen:

We have read the second and third paragraphs of Item 4 included in the
Form 8-K dated May 30, 2002 of the Air Products Retirement Savings and
Stock Ownership Plan to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.

Very truly yours,


Arthur Andersen LLP


Copy to:
Mr. John R. Owings
Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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