November 22, 2024

Richard Brand
Partner
Air Products & Chemicals, Inc.
Cadwalader, Wickersham & Taft
200 Liberty Street
New York, New York 10281

       Re: Air Products & Chemicals, Inc.
           PREC14A filed November 19, 2024
           SEC File No. 1-04534
Dear Richard Brand:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

PREC14A filed November 19, 2024
Background of the Solicitation, page 5

1.     We note the disclosure on page 11 of the proxy statement that "news
reports indicated
       that D.E. Shaw was dropping its efforts to nominate directors and was
instead
       throwing its support behind Mantle Ridge..." Revise the proxy statement
generally to
       describe any relationship or contacts with D.E. Shaw. If no relationship
exists or if no
       contacts have occurred, revise here to clarify.
Reasons for the Solicitation , page 12

2.     We note the statement that "[i]n the coming weeks, we will publicly
outline our view
       about what has gone wrong and our ideas for the changes we believe are
essential in
       order for the Company to achieve its fullest potential." Information
about a soliciting
       party's plan of action, to the extent it is successful in taking control
of a board of
       directors, appears to be highly material to shareholders' vote. While we
understand
 November 22, 2024
Page 2

       that soliciting parties will file additional soliciting materials after
distributing their
       proxy statement, to the extent the participants have knowledge now of
"what has gone
       wrong" and any changes or potential changes they may make, to the extent
they take
       control of the board, this should be described in the proxy statement as
well. If Mantle
       Ridge does not have such information now, revise to so state and
describe the process
       by which they will develop plans for change at Air Products going
forward.
The Mantle Ridge Nominees, page 13

3.     Revise this section generally to ensure that the disclosure about the
business activities
       of each nominee during the last five years is clearly presented. See
Item 401(e) of
       Regulation S-K. For multiple nominees, this information is difficult to
piece together
       or not ascertainable as currently presented.
Solicitation of Proxies, page 29

4.     Disclose Mantle Ridge's total expenditures for the proxy solicitation to
date. See Item
       4(b)(4) of Schedule 14A.
5.     We note the statement in the last sentence of this section at the bottom
of page 29:
       "Whether such reimbursement will be submitted to a vote of the Company's
security
       holders is not yet determinable." However, Item 4(b)(5) of Schedule 14A
requires you
       to state whether reimbursement will be submitted to a vote of
shareholders. Please
       revise to provide the required information. In addition, clarify whether
the $100,000
       payment to be made to each Mantle Ridge nominee (if elected) are part of
the
       expenditures for which reimbursement will be sought from the Company.
General

6.     Throughout the proxy statement, including on the cover page, you refer
to the Mantle
       Ridge group as "a significant Stockholder of Air Products," To clarify,
revise to state
       the percentage of shares owned, including where you state the total
number of shares
       held on page 3.
7.     We note the following statement on page 14 of the proxy statement:
"Among his
       projects there, Mr. Hilal played a leading role in Pershing Square's
successful effort to
       catalyze Board and CEO changes at Air Products in 2013." In an
appropriate part of
       the proxy statement, revise to fully explain Mr. Hilal's prior
interactions with the
       Company and his efforts to catalyze changes, including the form of those
efforts and
       their result.
8.     We note that Mantle Ridge has nominated nine individuals for election to
the Air
       Products board. Revise the proxy statement to fully discuss the
consequences if all or
       a majority of its nominees are elected. For example, if this would
constitute a change
       in control under the Company debt covenants or other agreements, please
disclose and
       discuss the potential impact.
        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.
 November 22, 2024
Page 3

      Please direct any questions to Christina Chalk at 202-551-3263.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Mergers &
Acquisitions