Filed with the Securities and Exchange Commission on
December 18, 1996

                                                                
                              Registration No. 33-             

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                                  
                ___________________________________


                                                            
                              FORM S-8



                   REGISTRATION STATEMENT 
                           UNDER
                  THE SECURITIES ACT OF 1933



                                                         
                          Praxair, Inc.                         

        (Exact name of registrant as specified in its charter)



 Delaware                 		             06-124-9050             
(State of incorporation)		   (IRS Employer Identification No.)



                39 Old Ridgebury Road, Danbury, CT 06810-5113  
                  (Address of principal executive offices)


                Praxair, Inc. Directors' Fees Deferral Plan 
                         (Full title of the plan)


                              David H. Chaifetz
                Vice President, General Counsel and Secretary
                             Praxair, Inc.
                       39 Old Ridgebury Road
                         Danbury, CT 06810-5113                  
                   (Name and address of agent for service)

                             (203) 837-2000                           
           (Telephone number, including area code, of agent for service)



CALCULATION OF REGISTRATION FEE


Title of Securities to be registered    Common Stock, $0.01 par value (1)	
Amount to be registered                          250,000 Shares
Proposed maximum offering price per share(2)     $46.625
Proposed maximum aggregate offering price(2)     $11,656,250
Amount of registration fee                       $3533.00    	  


(1)	Also includes the Common Stock Purchase Rights associated
    therewith.
(2)	Estimated solely for the purpose of calculating the
    registration fee in accordance with Rule 457(c) and
    (h) under the Securities Act of 1933, as amended.

                 Exhibit Index is located on page 71


                          PART I


       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing information required by the
Securities and Exchange Commission as set forth in Part I of
Form S-8 will be sent or given to participants in the Praxair,
Inc. Director's Fees Deferral Plan (the "Plan") which Plan is
listed on the cover of this registration statement (the
"Registration Statement"), as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act").  Such
document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II
hereof), a prospectus that meets the requirements of Section
10(a) of the Securities Act.

(PAGE2)

                           PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE

  	The following documents have been filed by Praxair, Inc. (the
"Registrant") with the Commission and are hereby incorporated by
reference in this Registration Statement:

     	(a)	The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 which contains audited financial
statements for the most recent year for which such statements
have been filed.

     	(b)	The description of the Registrant's Common Stock, par value
$0.01 per share, contained in the Registrant's Registration
Statement on Form 10 (File No. 1-11037), filed with the
Commission on March 10, 1992, as amended by Form 8, dated May
22, 1992, Form 8, dated June 9, 1992, and Form 8, dated June 12,
1992.

    	(c)	All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of
the 1934 Act, prior to the filing of a post- effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of
such documents.

(PAGE3)

ITEM 4.	DESCRIPTION OF SECURITIES
      
       			Not applicable

ITEM 5.	INTERESTS OF NAMED EXPERTS AND COUNSEL

        		None

ITEM 6.	INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is made to Section 145 of the General Corporation Law
of the State of Delaware (the "GCL"), which provides for
indemnification of directors, officers and other employees in
certain circumstances, and to Section 102(b)(7) of the GCL,
which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain
circumstances.  Article VIII of the Restated Certificate of
Incorporation of the Registrant eliminates the personal
liability for monetary damages of directors under certain
circumstances and provides indemnification to directors and
officers of the Registrant to the fullest extent permitted by
the GCL.  Among other things, these provisions provide
indemnification for officers and directors against liabilities
for judgments in and settlements of lawsuits and other
proceedings and for the advance and payment of fees and expenses
reasonably incurred by the director or officer in defense of any
such lawsuit or proceeding.

     	The directors and officers of the Registrant are covered by
insurance policies indemnifying against certain liabilities,
including certain liabilities arising under the Securities Act
of 1933, which might be incurred by them in such capacities and
against which they may not be indemnified by the Corporation.


ITEM 7.	EXEMPTION FROM REGISTRATION

        	Not applicable

ITEM 8.	EXHIBITS

4.1	Praxair, Inc. Director's Fees Deferral Plan

4.2	Article IV of the Registrant's Restated Certificate of
Incorporation, defining the rights of holders of the capital
stock of the Registrant (incorporated herein by reference to
Appendix A to the Registrant's Information Statement, filed as
Exhibit 2.01 to the Registrant's Registration Statement on Form
10 (File No. 1-11037), filed with the Commission on March 10,
1992, as amended by Form 8, dated May 22, 1992, Form 8, dated
June 9, 1992, and Form 8, dated June 12, 1992).

4.3	Form of Rights Agreement between the Registrant and The Bank
of New York, as Rights Agent (incorporated herein by reference
to Exhibit 4.02 to the Registrant's Registration Statement on
Form 10 (File No. 1-11037), filed with the Commission on March
10, 1992, as amended by Form 8, dated May 22, 1992, Form 8,
dated June 9, 1992, and Form 8, dated June 12, 1992).

(PAGE4)
23.1	  Consent of Independent Accountants - Price Waterhouse LLP.

23.2	  Consent of Independent Accountants - Arthur Andersen LLP.

24.1	  Powers of Attorney (included on signature page hereof)

ITEM 9.	UNDERTAKINGS	

    	The undersigned Registrant hereby undertakes:

       	(1)	To file, during any period in which offers or sales are
being made, a post- effective amendment to this Registration
Statement:  

        	(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act; 

        	(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. 
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424 (b)
if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and 

      	(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement; 


     	Provided however that subparagraphs (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d)
of the 1934 Act that are incorporated by reference in the
Registration Statement.

   	(2)	That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

    (3)	To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

   	(4)	That, for the purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual
report pursuant to Sections 13(a) or 15(d) of the 1934 Act (and
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act), that

(PAGE5)

it is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

   	(5)	Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions described in Item 6 of this Registration Statement,
or otherwise, theRegistrant has been advised that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant.  

     	Pursuant to the requirements of the Securities Act of 1933 as
amended, Praxair, Inc. certifies that it has reasonable grounds
to believe that it meets all 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 Danbury, State of Connecticut, on the 10th day of
December, 1996.


                           						PRAXAIR, INC.


                           						By:       /s/ J. Robert Vipond
                                          	J. Robert Vipond
                                   							Vice President and Controller
                                         (On behalf of the Registrant and
                                         as Principal Accounting Officer)


(PAGE6)

      Each person whose signature appears below appoints each of John
A. Clerico and David H. Chaifetz, his attorney-in-fact and
agent, with full power of substitution and resubstitutution, to
sign and file with the Securities and Exchange Commission any
amendments to the Registration Statement (including
post-effective amendments), any registration statement permitted
under Rule 462 (b) under the Securities Act of 1933 and any
amendments thereto and to file with the Securities and Exchange
Commission one or more supplements to any prospectus included in
any of the foregoing, and generally to do anything else
necessary or proper in connection therewith.


     Pursuant to the requirements of the Securities Act of 1933 as
amended, this registration statement has been signed by the following persons
in the capacities indicated on December 13, 1996.


/s/ John A. Clerico                    
John A. Clerico
Vice President,  Chief 
Financial Officer and Director 
(Principal Financial Officer)

/s/ Alejandro Achaval              
Alejandro Achaval 
Director 	

/s/ Ronald L. Kuehn, Jr.           
Ronald L. Kuehn, Jr.
Director 

/s/ Edgar G. Hotard                 
Edgar G. Hotard 
President and Director  	

/s/ John J. Creedon                  
John J. Creedon 
Director 	

/s/ Benjamin F. Payton            
Benjamin F. Payton
Director 

/s/ H. William Lichtenberger    
H. William Lichtenberger 
Chairman and Chief  
Executive Officer 
(Principal Executive Officer)  	

/s/ C. Fred Fetterolf                 
C. Fred Fetterolf
Director 	

/s/ G. Jackson Ratcliffe, Jr.     
G. Jackson Ratcliffe, Jr. 
Director 


Dale F. Frey 
Director 

/s/ H. Mitchell Watson, Jr.        
H. Mitchell Watson, Jr. 
Director 

/s/ Claire W. Gargalli               
Claire W. Gargalli 
Director  	


(PAGE7)
                         EXHIBIT INDEX


EXHIBIT						                                           SEQUENTIAL PAGE NO.



4.1 	Praxair, Inc. Director's Fees Deferral Plan 	                  8

4.2 	Article IV of the Registrant's Restated Certificate of    Incorporated
     Incorporation, defining the rights of holders of          by Reference
     the capital stock of the Registrant 
     (incorporated herein by reference to Appendix A 
     to the Registrant's Information Statement, 
     filed as Exhibit 2.01 to the Registrant's
     Registration Statement on Form 10 (File No. 1-11037),
     filed with the Commission on March 10, 1992, as 
     amended by Form 8, dated May 22,1992, Form 8, 
     dated June 9, 1992, and Form 8, dated June 12, 1992). 

4.3  Form of Rights Agreement between the Registrant and         Incorporated
     The Bank of New York, as Rights Agent (incorporated         by Reference
     herein by reference to Exhibit 4.02 to the Registrant's
     Registration Statement on Form 10 (File No. 1-11037), 
     filed with the Commission on March 10, 1992, as amended
     by Form 8, dated May 22,1992, Form 8, dated June 9, 1992,
     and Form 8, dated June 12, 1992).

23.1 	Consent of Independent Accountants -  Price Waterhouse LLP      21

23.2 	Consent of Independent Accountants - Arthur Andersen LLP        22

24.1 	Powers of Attorney                                           Included 
                                                                    on the
                                                               signature page
                                                                   hereof

(PAGE8)
    
                               PRAXAIR, INC.
                      DIRECTOR'S FEES DEFERRAL PLAN
                                 RESTATED


                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                COVERING SECURITIES THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933.


                  Originally adopted by the Board:        December 2, 1993
                  Incorporates Amendment No. 1 Adopted:   September 9, 1996
                  Effective:                              October 1,1996




(PAGE9)
                              PRAXAIR, INC.
                        DIRECTOR'S FEES DEFERRAL PLAN



Section 1.  Purpose, Participation

  	(a)	Purpose. The purpose of this Director's Fees Deferral Plan
(the  "Plan") is to enable Praxair, Inc. (the "Corporation") to
attract and retain Directors of outstanding ability by providing
them with a mechanism to defer and accumulate Director's fees,
meaning  (1) the retainer, (2) fees for attendance at meetings
of the Board of Directors and Board committees of the
Corporation, (3)  fees for additional or special services as
Directors and (4) other compensatory payments made to Directors
by the Corporation in connection with their service as Directors.

  	(b)	Participation  This Plan extends to Directors of the
Corporation not employed by the Corporation or any subsidiary.


Section 2.  Payment of Deferred Amounts

  	(a)	Deferral Election.  At any time prior to the beginning of a
calendar year, a Director may elect that all or any specified
portion of the Director's fees to be earned during such calendar
year be credited to a Director's Cash Account,  a Director's
Stock Unit Account and/or a Director's Discounted Stock Unit
Account maintained on such Director's behalf in lieu of payment
(a "Deferral Election").  A Director may also make a Deferral
Election during the 30 days following  the date on which a
Director first becomes eligible to receive Director's fees,
although any Deferral Election made pursuant to this sentence
will apply only to all or any specified portion of the
Director's fees earned thereafter.  Each Deferral Election must
be submitted to the Secretary of the Corporation in writing, and
will be deemed to authorize deferral to only a Director's Cash
Account except to the extent deferral to a Director's Stock Unit
Account or a Director's Discounted Stock Unit Account is
expressly specified.

(PAGE10)

  	(b)	Effect of Deferral Election.  Pursuant to such Deferral
Election, the Corporation (i) will not pay the Director's fees
covered thereby and (ii) will make payments in accordance with
the Deferral Election and this Section 2.

   (c)	Payment Commencement Event.  At the time of making the
Deferral Election, a Director will designate as a "Payment
Commencement Event" either (1) the termination of the Director's
service as a Director of the Corporation (or any successor) or
(2) the Director's attainment of an age, not to exceed 75,
specified by the Director so long as, with respect to payment of
a Director's Discounted Stock Unit Account, it does not result
in payment prior to the Director's termination of service as a
Director.  A Director may also elect that notwithstanding any
other election made by him pursuant to this Section 2, in the
event that the Director terminates service as a Director of the
Corporation within one year following a "Change of Control" (as
defined in Section 5(h)), the Payment Commencement Event for
payments from a deferral  account will be the termination of the
Director's service as a Director.  

  	(d)	Payment.  Payment of amounts deferred pursuant to the
Deferral Election will commence on the last business day of the
calendar quarter in which the Payment Commencement Event (either
as originally designated or as deferred pursuant to clause (1)
of Section 2(e)) occurs.  Payments from a deferral  account will
be made in a lump sum (in cash or stock as provided in this
Plan) unless a timely election of an installment payment
schedule pursuant to clause (2) of Section 2(e) has been made.

   (e)	Additional Deferrals.  A Director may also (1) elect to
defer the Payment Commencement Event to a later date specified
by the Director (but not later than attainment of age 75),
and/or (2), for Payment Commencement Events other than a Change
of Control, elect that (i) payment from the Director's Cash
Account be made in a number of approximately equal annual cash
installments, and/or (ii) payment from the Director's Stock Unit
Account and the Director's Discounted Stock Unit Account be made
in a number of annual installments, each of an approximately
equal number of Stock Units. Such installment payments shall be
made over a period of time specified by the Director, but not to
exceed 15 years.  Such elections may be made at any time until
12 months before the Payment Commencement Event designated 
pursuant to Section 2(c) . Each such election must be submitted
to the Secretary of the Corporation in writing.  A Director may
make no more than one election pursuant to clause (1) in any 
calendar year.  An election of an installment payment schedule
pursuant to clause (2) is irrevocable except as provided in
Section 2(g).  

  	(f)	Renewal of Elections. Once a Deferral Election and
designation of a Payment Commencement Event has been made, it
will be automatically applied to Director's fees earned in all
subsequent calendar years unless the Director changes or revokes
either such election or designation.  Each such change or
revocation must be submitted to the Secretary of the Corporation
in writing.  However, except as provided in Section 2(e), each
Deferral Election and designation of Payment Commencement Event
is irrevocable as to Director's fees earned prior to the
calendar year next following any change or revocation.

(PAGE11)

  	(g)	Renewal of Installment Election.  An election of an
installment payment schedule will automatically apply to amounts
credited to a deferral  account in each succeeding calendar year
unless, prior to the commencement of such calendar year, the
Director elects to change or revoke such installment payment
schedule election, in which case his/her new election will
control only with respect to amounts credited during calendar
years following such new election.

  	(h)	Disability.  In the event a Director becomes disabled, the
payment commencement date and/or payment schedule with respect
to a balance in a deferral account may be accelerated by the
Plan Committee, in its sole discretion.  'Disabled' means unable
to engage in any substantial gainful activity because of any
medically determinable physical or mental impairment which can
be expected to result in death or which has lasted, or can be
expected to last, for a continuous period of six (6) months or
longer.

  	(i)	Death.  A Director may designate a beneficiary (and change
such beneficiary, from time to time) for payment of any balance
of the deferral account at the Director's death.  Upon a
Director's death, any balance in the deferral account (including
amounts credited to such account as specified in Section 3(b)
and Section 4(b)) will be paid to the deceased Director's
beneficiary at the end of the first calendar quarter which ends
at least 30 days after the Director dies. If no beneficiary has
been designated, the Director's estate will be deemed the
beneficiary, and any payments pursuant to this Section 2(i) will
be paid, either at the end of the first calendar quarter which
ends at least 30 days after appointment of the deceased
Director's legal representative, or such earlier date as may be
determined by the Plan Committee, in its sole discretion.

   (j)	Mandatory Deferrals.   The Board of Directors may, from time
to time, determine that certain payments made to Directors shall
be mandatorily deferred under this Plan.  If, in conjunction
with such determination, the Board specifies the deferral
account(s) to which such payment shall be credited or the
Payment Commencement Event applicable to such deferral, then
such specifications shall be applied to the deferral as if the
recipient Director had made a timely Deferral Election with
respect to such payment under Section 2(a) and had designated a
Payment Commencement Event under Section 2(c).  With respect to
any such mandatory deferral, the Board may also specify
restrictions on changes or revocations of Deferral Elections (or
deemed Deferral Elections) and Payment Commencement Event
designations under Section 2(f), in which event Section 2(f)
shall be inoperative as to such mandatory deferral to the extent
of the specified restrictions.

Section 3.  Credits and Debits to Director's Cash Account

  	(a)	Principal.  The Corporation will create and maintain on its
books a Director's Cash Account for each Director who has made a
Deferral Election to such an account under Section 2(a).  The 
Corporation will credit to such account the amount of any
Director's fee which would have been paid to the Director, but
which is not pursuant to such Deferral Election, as of the date
the fee would have otherwise been payable.

(PAGE12)

  	(b)	Interest.  At the end of each calendar quarter, regardless
of whether any other credits are then made to the Director's
Cash Account or whether the Director is then a Director,  the
Corporation will also credit to the Director's Cash Account a
sum which is equal to the product of (i) the average daily
balance in the Director's Cash Account for the quarter (without
regard to any debits made at the end of such quarter), times
(ii) one-fourth of the annual Base Rate (prime rate) for
corporate borrowers quoted by Morgan Guaranty Trust Company of
New York  as of the first business day of the quarter.

  	(c)	Debits.  At the end of each calendar quarter, the
Corporation will make a payment if required under the payment
schedule for such Director's Cash Account and will debit the
Director's Cash Account for the amount thereof.  Payment with
respect to a Director's Cash Account will be in cash only.

  	(d)	Mid-quarter Payments.  If Payment is to be made other than
at the end of a calendar quarter in accordance with a
determination pursuant to Section 2(h) or to Section 2(i), 
prior to such payment, the Corporation will credit to the
Director's Cash Account an amount equal to the product of (i)
the average daily balance In the Director's Cash Account for the
period from the beginning of the calendar quarter to the date of
payment (without regard to any debits to be made upon such
payment), times (ii) a fraction of the annual Base Rate (prime
rate)  for corporate borrowers quoted by Morgan Guaranty Trust
Company of New York as of the first business day of the quarter,
the numerator of which is the number of days in the period
described in clause (i), and the denominator of which is 365.

Section 4.  Credits and Debits to Director's Stock Unit Account

  	(a)	Stock Units.  The Corporation will create and maintain on
its books a Director's Stock Unit Account for each Director who
has made a Deferral Election under Section 2(a) and expressly
specifies deferral to such an account.  The  Corporation will
credit to such account the number of Stock Units equal to the
number of shares of the Corporation's common stock that could be
purchased with the amount of any Director's fee which would have
been paid to the Director, but which is not pursuant to such
Deferral Election, as of the date the fee would have otherwise
been payable.  The number of Stock Units will be calculated to
three decimals by dividing the amount of the Director's fee as
to which a Director's Stock Unit Account Deferral Election was
made by the closing price of the Corporation's common stock as
reported on the New York Stock Exchange as of the date the fee
would have otherwise been payable.

  	(b)	Dividends.  As of the date any dividend is paid to holders
of shares of the Corporation's common stock, each Director's
Stock Unit Account, regardless of whether the Director is then a
Director, will be credited with additional Stock Units equal to
the number of shares of the Corporation's common stock that
could have been purchased with the amount which would have been
paid as dividends on that number of shares (including fractions
of a share to three decimals) of the Corporation's common stock
equal to the number of Stock Units attributed to such Director's
Stock Account as of the record date applicable to such dividend.
The number of additional Stock Units to be credited will be
calculated to three decimals by dividing the amount which would
have been paid as dividends by the closing price of the
Corporation's common stock as reported on the New York Stock
Exchange as of the date the dividend would have been paid.  In
the case of dividends paid in property other than cash, the
amount of the dividend shall be deemed to be the fair market
value of the property at the time of the payment of the
dividend, as determined in good faith by the Plan Committee.

(PAGE13)

  	(c)	Debits and Calculation of Payments.  The Corporation will
debit the Director's Stock Unit Account for Stock Units as
required under the payment schedule for such Director's Stock
Unit Account.  Payment with respect to whole Stock Units will be
in shares of the Corporation's common stock only, at the rate of
one share of common stock per Stock Unit.  With respect to
fractional Stock Units, payment will be made in cash only, and
calculated by multiplying the fractional number of the Stock
Unit to be debited by the closing price of the Corporation's
common stock as reported on the New York Stock Exchange as of
the last business day of the week preceding the week of the date
the Stock Units are payable.  Should payment with respect to
Stock Units be made after the record date, but before the
payment date applicable to a dividend paid to holders of shares
of the Corporation's common stock, Stock Units credited a
Director's Stock Unit Account in consequence of such dividend
payment will be calculated as cash payments and paid within
thirty days of such credit.  

  	(d)	Adjustment.  If at any time the number of outstanding
shares of the Corporation's common stock is increased as the
result of any stock dividend, stock split, subdivision or
reclassification of shares, the number of Stock Units with which
each Director's Stock Unit Account is credited will be increased
in the same proportion as the outstanding number of shares of
the Corporation's common stock is increased.  If the number of
outstanding shares of common stock is decreased as the result of
any combination, reverse stock split or reclassification of
shares, the number of Stock Units with which each Director's
Stock Unit Account is credited will be decreased in the same
proportion as the outstanding number of shares of the
Corporation's common stock is decreased.  In the event the
Corporation is consolidated with or merged into any other
corporation and holders of shares of the Corporation's common
stock receive shares of the capital stock of the resulting or
surviving corporation, there shall be credited to each
Director's Stock Unit Account, in lieu of the extant Stock
Units, new Stock Units in an amount equal to the product of the
number of shares of capital stock exchanged for one share of the
Corporation's common stock upon such consolidation or merger,
and the number of Stock Units with which such account then is
credited.  If, in such a consolidation or merger,  holders of
shares of the Corporation's common stock receive any
consideration other than shares of the capital stock of the
resulting or surviving corporation or its parent corporation,
the Plan Committee will determine any appropriate change in
Director's Stock Unit  Accounts.

Section 4A.  Credits and Debits to Director's Discounted Stock
Unit Account

 		Director's Discounted Stock Unit Accounts shall be established
and administered in the same manner as Director's Stock Unit
Accounts as set forth in Section 4 such that all references
therein to a "Director's Stock Unit" may be substituted with
"Director's Discounted Stock Unit Account"; provided, however,
that, in the case of such substitution, the calculation of Stock
Units to be credited upon deferral of a Director's fee pursuant
to Section 4(a) and upon crediting of dividend equivalents
pursuant to Section 4(b) and the last sentence of Section 4(c)
shall be based on the applicable closing price of the
Corporation's common stock less ten percent (10%).

(PAGE14)

Section 5.  Unfunded Arrangement

  	(a)	Neither this Plan nor any deferral account will be funded;
a deferral  account and all entries thereto constitute
bookkeeping records only and do not relate to any specific funds
or shares of the Corporation.  Payments due with respect to
balances in a deferral  account will be made from the general
assets of the Corporation, and the right of any participant to
receive future payments under this Plan's provisions will be an
unsecured claim against such assets.

Section 6.  Administration

  	(a)	Plan Committee.  The Plan will be administered by a Plan
Committee, which will be the Public Policy and Nominating
Committee of the Board of Directors of the Corporation, or such
other Committee as may be appointed by the Board of Directors of
the Corporation, and may include Directors who have elected to
participate in the Plan.  No member of the Plan Committee will
be liable for any act done or determination made in good faith.

  	(b)	Committee Determination Final.  The construction and
interpretation of any provision of the Plan by the Plan
Committee, and a determination by the Plan Committee of the
amount of any deferral account, will be final and conclusive.

  	(c)	Amendments.  The Corporation, subject to approval of its
Board of Directors, reserves the right to terminate, modify or
amend this Plan, effective prospectively as of the first day of
any calendar quarter; provided, however, that the Plan will not
be subject to termination, modification or amendment with
respect to any balance of a deferral  account and rights
therein, including the right to future interest pursuant to
Section 3(b) and future dividends pursuant to Section 4(b),
unless the affected Director consents.

  	(d)	Non-Alienation.  No Director (or estate of a Director) will
have power to transfer, assign, anticipate, mortgage or
otherwise encumber any rights or any amounts payable hereunder;
nor will any such rights or payments be subject to seizure for
the payment of any debts, judgments, alimony, or separate
maintenance, or be transferable by operation of law in the event
of bankruptcy, insolvency, or otherwise.

  	(e)	Expenses.  The expenses of administering the Plan will be
borne by the Corporation and not be charged against any deferral
account.

  	(f)	Withholding.  The Corporation may deduct from all cash
payments any taxes required to be withheld with respect to such
payments.  In order to enable the Corporation to meet any
applicable federal, state or local withholding tax requirements
arising as a result of payments made hereunder in the form of
stock, a Director shall pay the Corporation the amount of tax to
be withheld or may elect to satisfy such obligation by having
the Corporation withhold shares that otherwise would be
delivered to the Director pursuant to the deferral account
payment for which the tax is being withheld, by delivering to
the Corporation other shares of common stock of the Corporation
owned by the Director prior to the payment date, or by making a

(PAGE15)

payment to the Corporation consisting of a combination of cash
and such shares of common stock.  Such an election shall be made
prior to the date to be used to determine the tax to be
withheld.  The value of any share of common stock to be withheld
by, or delivered to, the Corporation pursuant to this Section
6(f) shall be the closing price of the Corporation's common
stock as reported on the New York Stock Exchange on the date to
be used to determine the amount of tax to be withheld.

  	(g)	Effect of IRS Determination.  If any amounts deferred
pursuant to the Plan are found in a "determination" (within the
meaning of Section 1313(a) of the Internal Revenue Code of 1986,
as amended) to have been includible in gross income by a
Director prior to payment of such amounts from his/her deferral
account, such amounts will be immediately paid to such Director,
notwithstanding elections pursuant to Section 2.

  	(h)	Change of Control.  A "Change of Control" will  be deemed
to have occurred if:

     		(i)  	a change in control of the  Corporation would be
required to be reported in response to Item 1 (a) of the Current
Report on Form 8-K, as in effect on the date set forth below ,
pursuant to Sections 13 or 15 (d) of the Exchange Act, whether
or not the Corporation is then subject to such reporting
requirement;

    		(ii) 	there is consummated (x) any consolidation or
merger of the Corporation in which the Corporation is not the
continuing or surviving company or pursuant to which shares of
the Corporation's common stock would be converted into cash,
securities or other property, other than a merger of the
Corporation in which the holders of the Corporation's common
stock immediately prior to the merger have the same proportion
and ownership of common stock of the surviving company
immediately after the merger; or (y) any sale, lease, exchange
or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the
Corporation, provided, that the divestiture of less than
substantially all of the assets of the Corporation in one
transaction or a series of related transactions, whether
effected by sale, lease, exchange, spin-off, sale of the stock
or merger of a subsidiary or otherwise, is not a Change in
Control;

    		(iii) 	any 'person' within the meaning of Sections 13(d)(3)
and 14(d)(2) of the Securities Exchange Act of 1934, as in
effect on the date set forth below, (x) becomes the 'beneficial
owner' as defined in Rule 13d-3 of more than 20% of the then
outstanding voting securities of the Corporation, otherwise than
through a transaction or transactions arranged by, or
consummated with the prior approval of, the Board; or (y)
acquires by proxy or otherwise the right to vote for the
election of directors, for any merger or consolidation of the
Corporation or for any other matter or question, more than 20%
of the then outstanding voting securities of the Corporation,
otherwise than through an arrangement or arrangements
consummated with the prior approval of the Board;

    		(iv)	if during any period of twenty-four consecutive months,
Present Directors and New Directors cease for any reason to
constitute a majority of the Board.  For those purposes,
'Present Directors' means individuals who, at the beginning of
such consecutive twenty-four month period, were members of the
Board of Directors and 'New Directors' means any director whose
election by the Board or whose nomination for election by the
Corporation's stockholders was approved by a vote of at least
two-thirds of the Directors then still in office who were
Present Directors or New Directors; or

(PAGE16)

   		(v)	any 'person' within the meaning of Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as in effect on
the date set forth below, that is the 'beneficial owner' as
defined in Rule 13d-3 of 20% or more of the then outstanding
voting securities of the Corporation commences soliciting
proxies from the Corporation's shareholders.

   	Notwithstanding the foregoing, Present Directors and New
Directors may, by two-thirds vote of such Directors, declare
that a given transaction is not a Change in Control of the 
Corporation for purposes of this Plan.

   	(i)	Stock Unit Status.  Stock Units are not, and do not
constitute, shares of the Corporation's common stock, and no
right as a holder of shares of the Corporation's common stock
devolves upon a Director by reason of participation in this Plan.

    IN WITNESS  WHEREOF,  Praxair, Inc.  has  caused  this  document
to  be executed as of the 1st day of October, 1996.



                           						PRAXAIR, INC.





                        			By	      /s/ David H. Chaifetz
                             							D. H. Chaifetz
                            					 		Vice President, General Counsel
                                    and Secretary





(PAGE17)

                                                       Exhibit 23.1


                 Consent of Independent Accountants

  We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of our report dated February 5, 1996, which appears on
page 41 of the Annual Report to Shareholders of Praxair, Inc.,
which is incorporated by reference in Praxair, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995.



PRICE WATERHOUSE LLP

Stamford, Connecticut
December 13, 1996


(PAGE18)

             Consent of Independent Public Accountants



  As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration
statement of our reports dated February 14, 1996 and February 6,
1995 (except with respect to the matter discussed in Note 6, as
to which the dated is March 2, 1995) on the consolidated
financial statements of CBI Industries, Inc. and subsidiaries
included in the Current Report of Praxair, Inc. on Form 8-K
filed March 1, 1996 and January 16, 1996, respectively, and to
all references to our Firm included in this registration
statement.


Arthur Andersen LLP

Chicago, Illinois
December 13, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 41302}]
{"company-data": {"conformed-name": "PRAXAIR INC", "cik": "0000884905", "assigned-sic": "2810", "irs-number": "061249050", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18113", "film-number": "96682480"}, "business-address": {"street1": "39 OLD RIDGEBURY RD", "city": "DANBURY", "state": "CT", "zip": "06810-5113", "phone": "2038372000"}, "mail-address": {"street1": "39 OLD RIDGEBURY ROAD", "city": "DANBURY", "state": "CT", "zip": "06810-5113"}, "former-company": {"former-conformed-name": "UNION CARBIDE INDUSTRIAL GASES INC", "date-changed": "19600201"}}
Filed with the Securities and Exchange Commission on
December 18, 1996

                                                                
                              Registration No. 33-             

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                                  
                ___________________________________

                                                            
                              FORM S-8

                   REGISTRATION STATEMENT 
                           UNDER
                  THE SECURITIES ACT OF 1933

                                                         
                          Praxair, Inc.                         

        (Exact name of registrant as specified in its charter)

 Delaware                 		             06-124-9050             
(State of incorporation)		   (IRS Employer Identification No.)

                39 Old Ridgebury Road, Danbury, CT 06810-5113  
                  (Address of principal executive offices)

                Praxair, Inc. Directors' Fees Deferral Plan 
                         (Full title of the plan)

                              David H. Chaifetz
                Vice President, General Counsel and Secretary
                             Praxair, Inc.
                       39 Old Ridgebury Road
                         Danbury, CT 06810-5113                  
                   (Name and address of agent for service)

                             (203) 837-2000                           
           (Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be registered    Common Stock, $0.01 par value (1)	
Amount to be registered                          250,000 Shares
Proposed maximum offering price per share(2)     $46.625
Proposed maximum aggregate offering price(2)     $11,656,250
Amount of registration fee                       $3533.00    	  

(1)	Also includes the Common Stock Purchase Rights associated
    therewith.
(2)	Estimated solely for the purpose of calculating the
    registration fee in accordance with Rule 457(c) and
    (h) under the Securities Act of 1933, as amended.

                 Exhibit Index is located on page 71

                          PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing information required by the
Securities and Exchange Commission as set forth in Part I of
Form S-8 will be sent or given to participants in the Praxair,
Inc. Director's Fees Deferral Plan (the "Plan") which Plan is
listed on the cover of this registration statement (the
"Registration Statement"), as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act").  Such
document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II
hereof), a prospectus that meets the requirements of Section
10(a) of the Securities Act.

(PAGE2)

                           PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE

  	The following documents have been filed by Praxair, Inc. (the
"Registrant") with the Commission and are hereby incorporated by
reference in this Registration Statement:

     	(a)	The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 which contains audited financial
statements for the most recent year for which such statements
have been filed.

     	(b)	The description of the Registrant's Common Stock, par value
$0.01 per share, contained in the Registrant's Registration
Statement on Form 10 (File No. 1-11037), filed with the
Commission on March 10, 1992, as amended by Form 8, dated May
22, 1992, Form 8, dated June 9, 1992, and Form 8, dated June 12,
1992.

    	(c)	All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of
the 1934 Act, prior to the filing of a post- effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of
such documents.

(PAGE3)

ITEM 4.	DESCRIPTION OF SECURITIES
      
       			Not applicable

ITEM 5.	INTERESTS OF NAMED EXPERTS AND COUNSEL

        		None

ITEM 6.	INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is made to Section 145 of the General Corporation Law
of the State of Delaware (the "GCL"), which provides for
indemnification of directors, officers and other employees in
certain circumstances, and to Section 102(b)(7) of the GCL,
which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain
circumstances.  Article VIII of the Restated Certificate of
Incorporation of the Registrant eliminates the personal
liability for monetary damages of directors under certain
circumstances and provides indemnification to directors and
officers of the Registrant to the fullest extent permitted by
the GCL.  Among other things, these provisions provide
indemnification for officers and directors against liabilities
for judgments in and settlements of lawsuits and other
proceedings and for the advance and payment of fees and expenses
reasonably incurred by the director or officer in defense of any
such lawsuit or proceeding.

     	The directors and officers of the Registrant are covered by
insurance policies indemnifying against certain liabilities,
including certain liabilities arising under the Securities Act
of 1933, which might be incurred by them in such capacities and
against which they may not be indemnified by the Corporation.

ITEM 7.	EXEMPTION FROM REGISTRATION

        	Not applicable

ITEM 8.	EXHIBITS

4.1	Praxair, Inc. Director's Fees Deferral Plan

4.2	Article IV of the Registrant's Restated Certificate of
Incorporation, defining the rights of holders of the capital
stock of the Registrant (incorporated herein by reference to
Appendix A to the Registrant's Information Statement, filed as
Exhibit 2.01 to the Registrant's Registration Statement on Form
10 (File No. 1-11037), filed with the Commission on March 10,
1992, as amended by Form 8, dated May 22, 1992, Form 8, dated
June 9, 1992, and Form 8, dated June 12, 1992).

4.3	Form of Rights Agreement between the Registrant and The Bank
of New York, as Rights Agent (incorporated herein by reference
to Exhibit 4.02 to the Registrant's Registration Statement on
Form 10 (File No. 1-11037), filed with the Commission on March
10, 1992, as amended by Form 8, dated May 22, 1992, Form 8,
dated June 9, 1992, and Form 8, dated June 12, 1992).

(PAGE4)
23.1	  Consent of Independent Accountants - Price Waterhouse LLP.

23.2	  Consent of Independent Accountants - Arthur Andersen LLP.

24.1	  Powers of Attorney (included on signature page hereof)

ITEM 9.	UNDERTAKINGS	

    	The undersigned Registrant hereby undertakes:

       	(1)	To file, during any period in which offers or sales are
being made, a post- effective amendment to this Registration
Statement:  

        	(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act; 

        	(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. 
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424 (b)
if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and 

      	(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement; 

     	Provided however that subparagraphs (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d)
of the 1934 Act that are incorporated by reference in the
Registration Statement.

   	(2)	That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

    (3)	To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

   	(4)	That, for the purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual
report pursuant to Sections 13(a) or 15(d) of the 1934 Act (and
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act), that

(PAGE5)

it is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

   	(5)	Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions described in Item 6 of this Registration Statement,
or otherwise, theRegistrant has been advised that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant.  

     	Pursuant to the requirements of the Securities Act of 1933 as
amended, Praxair, Inc. certifies that it has reasonable grounds
to believe that it meets all 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 Danbury, State of Connecticut, on the 10th day of
December, 1996.

                           						PRAXAIR, INC.

                           						By:       /s/ J. Robert Vipond
                                          	J. Robert Vipond
                                   							Vice President and Controller
                                         (On behalf of the Registrant and
                                         as Principal Accounting Officer)

(PAGE6)

      Each person whose signature appears below appoints each of John
A. Clerico and David H. Chaifetz, his attorney-in-fact and
agent, with full power of substitution and resubstitutution, to
sign and file with the Securities and Exchange Commission any
amendments to the Registration Statement (including
post-effective amendments), any registration statement permitted
under Rule 462 (b) under the Securities Act of 1933 and any
amendments thereto and to file with the Securities and Exchange
Commission one or more supplements to any prospectus included in
any of the foregoing, and generally to do anything else
necessary or proper in connection therewith.

     Pursuant to the requirements of the Securities Act of 1933 as
amended, this registration statement has been signed by the following persons
in the capacities indicated on December 13, 1996.

/s/ John A. Clerico                    
John A. Clerico
Vice President,  Chief 
Financial Officer and Director 
(Principal Financial Officer)

/s/ Alejandro Achaval              
Alejandro Achaval 
Director 	

/s/ Ronald L. Kuehn, Jr.           
Ronald L. Kuehn, Jr.
Director 

/s/ Edgar G. Hotard                 
Edgar G. Hotard 
President and Director  	

/s/ John J. Creedon                  
John J. Creedon 
Director 	

/s/ Benjamin F. Payton            
Benjamin F. Payton
Director 

/s/ H. William Lichtenberger    
H. William Lichtenberger 
Chairman and Chief  
Executive Officer 
(Principal Executive Officer)  	

/s/ C. Fred Fetterolf                 
C. Fred Fetterolf
Director 	

/s/ G. Jackson Ratcliffe, Jr.     
G. Jackson Ratcliffe, Jr. 
Director 

Dale F. Frey 
Director 

/s/ H. Mitchell Watson, Jr.        
H. Mitchell Watson, Jr. 
Director 

/s/ Claire W. Gargalli               
Claire W. Gargalli 
Director  	

(PAGE7)
                         EXHIBIT INDEX

EXHIBIT						                                           SEQUENTIAL PAGE NO.

4.1 	Praxair, Inc. Director's Fees Deferral Plan 	                  8

4.2 	Article IV of the Registrant's Restated Certificate of    Incorporated
     Incorporation, defining the rights of holders of          by Reference
     the capital stock of the Registrant 
     (incorporated herein by reference to Appendix A 
     to the Registrant's Information Statement, 
     filed as Exhibit 2.01 to the Registrant's
     Registration Statement on Form 10 (File No. 1-11037),
     filed with the Commission on March 10, 1992, as 
     amended by Form 8, dated May 22,1992, Form 8, 
     dated June 9, 1992, and Form 8, dated June 12, 1992). 

4.3  Form of Rights Agreement between the Registrant and         Incorporated
     The Bank of New York, as Rights Agent (incorporated         by Reference
     herein by reference to Exhibit 4.02 to the Registrant's
     Registration Statement on Form 10 (File No. 1-11037), 
     filed with the Commission on March 10, 1992, as amended
     by Form 8, dated May 22,1992, Form 8, dated June 9, 1992,
     and Form 8, dated June 12, 1992).

23.1 	Consent of Independent Accountants -  Price Waterhouse LLP      21

23.2 	Consent of Independent Accountants - Arthur Andersen LLP        22

24.1 	Powers of Attorney                                           Included 
                                                                    on the
                                                               signature page
                                                                   hereof

(PAGE8)
    
                               PRAXAIR, INC.
                      DIRECTOR'S FEES DEFERRAL PLAN
                                 RESTATED

                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                COVERING SECURITIES THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933.

                  Originally adopted by the Board:        December 2, 1993
                  Incorporates Amendment No. 1 Adopted:   September 9, 1996
                  Effective:                              October 1,1996

(PAGE9)
                              PRAXAIR, INC.
                        DIRECTOR'S FEES DEFERRAL PLAN

Section 1.  Purpose, Participation

  	(a)	Purpose. The purpose of this Director's Fees Deferral Plan
(the  "Plan") is to enable Praxair, Inc. (the "Corporation") to
attract and retain Directors of outstanding ability by providing
them with a mechanism to defer and accumulate Director's fees,
meaning  (1) the retainer, (2) fees for attendance at meetings
of the Board of Directors and Board committees of the
Corporation, (3)  fees for additional or special services as
Directors and (4) other compensatory payments made to Directors
by the Corporation in connection with their service as Directors.

  	(b)	Participation  This Plan extends to Directors of the
Corporation not employed by the Corporation or any subsidiary.

Section 2.  Payment of Deferred Amounts

  	(a)	Deferral Election.  At any time prior to the beginning of a
calendar year, a Director may elect that all or any specified
portion of the Director's fees to be earned during such calendar
year be credited to a Director's Cash Account,  a Director's
Stock Unit Account and/or a Director's Discounted Stock Unit
Account maintained on such Director's behalf in lieu of payment
(a "Deferral Election").  A Director may also make a Deferral
Election during the 30 days following  the date on which a
Director first becomes eligible to receive Director's fees,
although any Deferral Election made pursuant to this sentence
will apply only to all or any specified portion of the
Director's fees earned thereafter.  Each Deferral Election must
be submitted to the Secretary of the Corporation in writing, and
will be deemed to authorize deferral to only a Director's Cash
Account except to the extent deferral to a Director's Stock Unit
Account or a Director's Discounted Stock Unit Account is
expressly specified.

(PAGE10)

  	(b)	Effect of Deferral Election.  Pursuant to such Deferral
Election, the Corporation (i) will not pay the Director's fees
covered thereby and (ii) will make payments in accordance with
the Deferral Election and this Section 2.

   (c)	Payment Commencement Event.  At the time of making the
Deferral Election, a Director will designate as a "Payment
Commencement Event" either (1) the termination of the Director's
service as a Director of the Corporation (or any successor) or
(2) the Director's attainment of an age, not to exceed 75,
specified by the Director so long as, with respect to payment of
a Director's Discounted Stock Unit Account, it does not result
in payment prior to the Director's termination of service as a
Director.  A Director may also elect that notwithstanding any
other election made by him pursuant to this Section 2, in the
event that the Director terminates service as a Director of the
Corporation within one year following a "Change of Control" (as
defined in Section 5(h)), the Payment Commencement Event for
payments from a deferral  account will be the termination of the
Director's service as a Director.  

  	(d)	Payment.  Payment of amounts deferred pursuant to the
Deferral Election will commence on the last business day of the
calendar quarter in which the Payment Commencement Event (either
as originally designated or as deferred pursuant to clause (1)
of Section 2(e)) occurs.  Payments from a deferral  account will
be made in a lump sum (in cash or stock as provided in this
Plan) unless a timely election of an installment payment
schedule pursuant to clause (2) of Section 2(e) has been made.

   (e)	Additional Deferrals.  A Director may also (1) elect to
defer the Payment Commencement Event to a later date specified
by the Director (but not later than attainment of age 75),
and/or (2), for Payment Commencement Events other than a Change
of Control, elect that (i) payment from the Director's Cash
Account be made in a number of approximately equal annual cash
installments, and/or (ii) payment from the Director's Stock Unit
Account and the Director's Discounted Stock Unit Account be made
in a number of annual installments, each of an approximately
equal number of Stock Units. Such installment payments shall be
made over a period of time specified by the Director, but not to
exceed 15 years.  Such elections may be made at any time until
12 months before the Payment Commencement Event designated 
pursuant to Section 2(c) . Each such election must be submitted
to the Secretary of the Corporation in writing.  A Director may
make no more than one election pursuant to clause (1) in any 
calendar year.  An election of an installment payment schedule
pursuant to clause (2) is irrevocable except as provided in
Section 2(g).  

  	(f)	Renewal of Elections. Once a Deferral Election and
designation of a Payment Commencement Event has been made, it
will be automatically applied to Director's fees earned in all
subsequent calendar years unless the Director changes or revokes
either such election or designation.  Each such change or
revocation must be submitted to the Secretary of the Corporation
in writing.  However, except as provided in Section 2(e), each
Deferral Election and designation of Payment Commencement Event
is irrevocable as to Director's fees earned prior to the
calendar year next following any change or revocation.

(PAGE11)

  	(g)	Renewal of Installment Election.  An election of an
installment payment schedule will automatically apply to amounts
credited to a deferral  account in each succeeding calendar year
unless, prior to the commencement of such calendar year, the
Director elects to change or revoke such installment payment
schedule election, in which case his/her new election will
control only with respect to amounts credited during calendar
years following such new election.

  	(h)	Disability.  In the event a Director becomes disabled, the
payment commencement date and/or payment schedule with respect
to a balance in a deferral account may be accelerated by the
Plan Committee, in its sole discretion.  'Disabled' means unable
to engage in any substantial gainful activity because of any
medically determinable physical or mental impairment which can
be expected to result in death or which has lasted, or can be
expected to last, for a continuous period of six (6) months or
longer.

  	(i)	Death.  A Director may designate a beneficiary (and change
such beneficiary, from time to time) for payment of any balance
of the deferral account at the Director's death.  Upon a
Director's death, any balance in the deferral account (including
amounts credited to such account as specified in Section 3(b)
and Section 4(b)) will be paid to the deceased Director's
beneficiary at the end of the first calendar quarter which ends
at least 30 days after the Director dies. If no beneficiary has
been designated, the Director's estate will be deemed the
beneficiary, and any payments pursuant to this Section 2(i) will
be paid, either at the end of the first calendar quarter which
ends at least 30 days after appointment of the deceased
Director's legal representative, or such earlier date as may be
determined by the Plan Committee, in its sole discretion.

   (j)	Mandatory Deferrals.   The Board of Directors may, from time
to time, determine that certain payments made to Directors shall
be mandatorily deferred under this Plan.  If, in conjunction
with such determination, the Board specifies the deferral
account(s) to which such payment shall be credited or the
Payment Commencement Event applicable to such deferral, then
such specifications shall be applied to the deferral as if the
recipient Director had made a timely Deferral Election with
respect to such payment under Section 2(a) and had designated a
Payment Commencement Event under Section 2(c).  With respect to
any such mandatory deferral, the Board may also specify
restrictions on changes or revocations of Deferral Elections (or
deemed Deferral Elections) and Payment Commencement Event
designations under Section 2(f), in which event Section 2(f)
shall be inoperative as to such mandatory deferral to the extent
of the specified restrictions.

Section 3.  Credits and Debits to Director's Cash Account

  	(a)	Principal.  The Corporation will create and maintain on its
books a Director's Cash Account for each Director who has made a
Deferral Election to such an account under Section 2(a).  The 
Corporation will credit to such account the amount of any
Director's fee which would have been paid to the Director, but
which is not pursuant to such Deferral Election, as of the date
the fee would have otherwise been payable.

(PAGE12)

  	(b)	Interest.  At the end of each calendar quarter, regardless
of whether any other credits are then made to the Director's
Cash Account or whether the Director is then a Director,  the
Corporation will also credit to the Director's Cash Account a
sum which is equal to the product of (i) the average daily
balance in the Director's Cash Account for the quarter (without
regard to any debits made at the end of such quarter), times
(ii) one-fourth of the annual Base Rate (prime rate) for
corporate borrowers quoted by Morgan Guaranty Trust Company of
New York  as of the first business day of the quarter.

  	(c)	Debits.  At the end of each calendar quarter, the
Corporation will make a payment if required under the payment
schedule for such Director's Cash Account and will debit the
Director's Cash Account for the amount thereof.  Payment with
respect to a Director's Cash Account will be in cash only.

  	(d)	Mid-quarter Payments.  If Payment is to be made other than
at the end of a calendar quarter in accordance with a
determination pursuant to Section 2(h) or to Section 2(i), 
prior to such payment, the Corporation will credit to the
Director's Cash Account an amount equal to the product of (i)
the average daily balance In the Director's Cash Account for the
period from the beginning of the calendar quarter to the date of
payment (without regard to any debits to be made upon such
payment), times (ii) a fraction of the annual Base Rate (prime
rate)  for corporate borrowers quoted by Morgan Guaranty Trust
Company of New York as of the first business day of the quarter,
the numerator of which is the number of days in the period
described in clause (i), and the denominator of which is 365.

Section 4.  Credits and Debits to Director's Stock Unit Account

  	(a)	Stock Units.  The Corporation will create and maintain on
its books a Director's Stock Unit Account for each Director who
has made a Deferral Election under Section 2(a) and expressly
specifies deferral to such an account.  The  Corporation will
credit to such account the number of Stock Units equal to the
number of shares of the Corporation's common stock that could be
purchased with the amount of any Director's fee which would have
been paid to the Director, but which is not pursuant to such
Deferral Election, as of the date the fee would have otherwise
been payable.  The number of Stock Units will be calculated to
three decimals by dividing the amount of the Director's fee as
to which a Director's Stock Unit Account Deferral Election was
made by the closing price of the Corporation's common stock as
reported on the New York Stock Exchange as of the date the fee
would have otherwise been payable.

  	(b)	Dividends.  As of the date any dividend is paid to holders
of shares of the Corporation's common stock, each Director's
Stock Unit Account, regardless of whether the Director is then a
Director, will be credited with additional Stock Units equal to
the number of shares of the Corporation's common stock that
could have been purchased with the amount which would have been
paid as dividends on that number of shares (including fractions
of a share to three decimals) of the Corporation's common stock
equal to the number of Stock Units attributed to such Director's
Stock Account as of the record date applicable to such dividend.
The number of additional Stock Units to be credited will be
calculated to three decimals by dividing the amount which would
have been paid as dividends by the closing price of the
Corporation's common stock as reported on the New York Stock
Exchange as of the date the dividend would have been paid.  In
the case of dividends paid in property other than cash, the
amount of the dividend shall be deemed to be the fair market
value of the property at the time of the payment of the
dividend, as determined in good faith by the Plan Committee.

(PAGE13)

  	(c)	Debits and Calculation of Payments.  The Corporation will
debit the Director's Stock Unit Account for Stock Units as
required under the payment schedule for such Director's Stock
Unit Account.  Payment with respect to whole Stock Units will be
in shares of the Corporation's common stock only, at the rate of
one share of common stock per Stock Unit.  With respect to
fractional Stock Units, payment will be made in cash only, and
calculated by multiplying the fractional number of the Stock
Unit to be debited by the closing price of the Corporation's
common stock as reported on the New York Stock Exchange as of
the last business day of the week preceding the week of the date
the Stock Units are payable.  Should payment with respect to
Stock Units be made after the record date, but before the
payment date applicable to a dividend paid to holders of shares
of the Corporation's common stock, Stock Units credited a
Director's Stock Unit Account in consequence of such dividend
payment will be calculated as cash payments and paid within
thirty days of such credit.  

  	(d)	Adjustment.  If at any time the number of outstanding
shares of the Corporation's common stock is increased as the
result of any stock dividend, stock split, subdivision or
reclassification of shares, the number of Stock Units with which
each Director's Stock Unit Account is credited will be increased
in the same proportion as the outstanding number of shares of
the Corporation's common stock is increased.  If the number of
outstanding shares of common stock is decreased as the result of
any combination, reverse stock split or reclassification of
shares, the number of Stock Units with which each Director's
Stock Unit Account is credited will be decreased in the same
proportion as the outstanding number of shares of the
Corporation's common stock is decreased.  In the event the
Corporation is consolidated with or merged into any other
corporation and holders of shares of the Corporation's common
stock receive shares of the capital stock of the resulting or
surviving corporation, there shall be credited to each
Director's Stock Unit Account, in lieu of the extant Stock
Units, new Stock Units in an amount equal to the product of the
number of shares of capital stock exchanged for one share of the
Corporation's common stock upon such consolidation or merger,
and the number of Stock Units with which such account then is
credited.  If, in such a consolidation or merger,  holders of
shares of the Corporation's common stock receive any
consideration other than shares of the capital stock of the
resulting or surviving corporation or its parent corporation,
the Plan Committee will determine any appropriate change in
Director's Stock Unit  Accounts.

Section 4A.  Credits and Debits to Director's Discounted Stock
Unit Account

 		Director's Discounted Stock Unit Accounts shall be established
and administered in the same manner as Director's Stock Unit
Accounts as set forth in Section 4 such that all references
therein to a "Director's Stock Unit" may be substituted with
"Director's Discounted Stock Unit Account"; provided, however,
that, in the case of such substitution, the calculation of Stock
Units to be credited upon deferral of a Director's fee pursuant
to Section 4(a) and upon crediting of dividend equivalents
pursuant to Section 4(b) and the last sentence of Section 4(c)
shall be based on the applicable closing price of the
Corporation's common stock less ten percent (10%).

(PAGE14)

Section 5.  Unfunded Arrangement

  	(a)	Neither this Plan nor any deferral account will be funded;
a deferral  account and all entries thereto constitute
bookkeeping records only and do not relate to any specific funds
or shares of the Corporation.  Payments due with respect to
balances in a deferral  account will be made from the general
assets of the Corporation, and the right of any participant to
receive future payments under this Plan's provisions will be an
unsecured claim against such assets.

Section 6.  Administration

  	(a)	Plan Committee.  The Plan will be administered by a Plan
Committee, which will be the Public Policy and Nominating
Committee of the Board of Directors of the Corporation, or such
other Committee as may be appointed by the Board of Directors of
the Corporation, and may include Directors who have elected to
participate in the Plan.  No member of the Plan Committee will
be liable for any act done or determination made in good faith.

  	(b)	Committee Determination Final.  The construction and
interpretation of any provision of the Plan by the Plan
Committee, and a determination by the Plan Committee of the
amount of any deferral account, will be final and conclusive.

  	(c)	Amendments.  The Corporation, subject to approval of its
Board of Directors, reserves the right to terminate, modify or
amend this Plan, effective prospectively as of the first day of
any calendar quarter; provided, however, that the Plan will not
be subject to termination, modification or amendment with
respect to any balance of a deferral  account and rights
therein, including the right to future interest pursuant to
Section 3(b) and future dividends pursuant to Section 4(b),
unless the affected Director consents.

  	(d)	Non-Alienation.  No Director (or estate of a Director) will
have power to transfer, assign, anticipate, mortgage or
otherwise encumber any rights or any amounts payable hereunder;
nor will any such rights or payments be subject to seizure for
the payment of any debts, judgments, alimony, or separate
maintenance, or be transferable by operation of law in the event
of bankruptcy, insolvency, or otherwise.

  	(e)	Expenses.  The expenses of administering the Plan will be
borne by the Corporation and not be charged against any deferral
account.

  	(f)	Withholding.  The Corporation may deduct from all cash
payments any taxes required to be withheld with respect to such
payments.  In order to enable the Corporation to meet any
applicable federal, state or local withholding tax requirements
arising as a result of payments made hereunder in the form of
stock, a Director shall pay the Corporation the amount of tax to
be withheld or may elect to satisfy such obligation by having
the Corporation withhold shares that otherwise would be
delivered to the Director pursuant to the deferral account
payment for which the tax is being withheld, by delivering to
the Corporation other shares of common stock of the Corporation
owned by the Director prior to the payment date, or by making a

(PAGE15)

payment to the Corporation consisting of a combination of cash
and such shares of common stock.  Such an election shall be made
prior to the date to be used to determine the tax to be
withheld.  The value of any share of common stock to be withheld
by, or delivered to, the Corporation pursuant to this Section
6(f) shall be the closing price of the Corporation's common
stock as reported on the New York Stock Exchange on the date to
be used to determine the amount of tax to be withheld.

  	(g)	Effect of IRS Determination.  If any amounts deferred
pursuant to the Plan are found in a "determination" (within the
meaning of Section 1313(a) of the Internal Revenue Code of 1986,
as amended) to have been includible in gross income by a
Director prior to payment of such amounts from his/her deferral
account, such amounts will be immediately paid to such Director,
notwithstanding elections pursuant to Section 2.

  	(h)	Change of Control.  A "Change of Control" will  be deemed
to have occurred if:

     		(i)  	a change in control of the  Corporation would be
required to be reported in response to Item 1 (a) of the Current
Report on Form 8-K, as in effect on the date set forth below ,
pursuant to Sections 13 or 15 (d) of the Exchange Act, whether
or not the Corporation is then subject to such reporting
requirement;

    		(ii) 	there is consummated (x) any consolidation or
merger of the Corporation in which the Corporation is not the
continuing or surviving company or pursuant to which shares of
the Corporation's common stock would be converted into cash,
securities or other property, other than a merger of the
Corporation in which the holders of the Corporation's common
stock immediately prior to the merger have the same proportion
and ownership of common stock of the surviving company
immediately after the merger; or (y) any sale, lease, exchange
or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the
Corporation, provided, that the divestiture of less than
substantially all of the assets of the Corporation in one
transaction or a series of related transactions, whether
effected by sale, lease, exchange, spin-off, sale of the stock
or merger of a subsidiary or otherwise, is not a Change in
Control;

    		(iii) 	any 'person' within the meaning of Sections 13(d)(3)
and 14(d)(2) of the Securities Exchange Act of 1934, as in
effect on the date set forth below, (x) becomes the 'beneficial
owner' as defined in Rule 13d-3 of more than 20% of the then
outstanding voting securities of the Corporation, otherwise than
through a transaction or transactions arranged by, or
consummated with the prior approval of, the Board; or (y)
acquires by proxy or otherwise the right to vote for the
election of directors, for any merger or consolidation of the
Corporation or for any other matter or question, more than 20%
of the then outstanding voting securities of the Corporation,
otherwise than through an arrangement or arrangements
consummated with the prior approval of the Board;

    		(iv)	if during any period of twenty-four consecutive months,
Present Directors and New Directors cease for any reason to
constitute a majority of the Board.  For those purposes,
'Present Directors' means individuals who, at the beginning of
such consecutive twenty-four month period, were members of the
Board of Directors and 'New Directors' means any director whose
election by the Board or whose nomination for election by the
Corporation's stockholders was approved by a vote of at least
two-thirds of the Directors then still in office who were
Present Directors or New Directors; or

(PAGE16)

   		(v)	any 'person' within the meaning of Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as in effect on
the date set forth below, that is the 'beneficial owner' as
defined in Rule 13d-3 of 20% or more of the then outstanding
voting securities of the Corporation commences soliciting
proxies from the Corporation's shareholders.

   	Notwithstanding the foregoing, Present Directors and New
Directors may, by two-thirds vote of such Directors, declare
that a given transaction is not a Change in Control of the 
Corporation for purposes of this Plan.

   	(i)	Stock Unit Status.  Stock Units are not, and do not
constitute, shares of the Corporation's common stock, and no
right as a holder of shares of the Corporation's common stock
devolves upon a Director by reason of participation in this Plan.

    IN WITNESS  WHEREOF,  Praxair, Inc.  has  caused  this  document
to  be executed as of the 1st day of October, 1996.

                           						PRAXAIR, INC.

                        			By	      /s/ David H. Chaifetz
                             							D. H. Chaifetz
                            					 		Vice President, General Counsel
                                    and Secretary

(PAGE17)

                                                       Exhibit 23.1

                 Consent of Independent Accountants

  We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of our report dated February 5, 1996, which appears on
page 41 of the Annual Report to Shareholders of Praxair, Inc.,
which is incorporated by reference in Praxair, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995.

PRICE WATERHOUSE LLP

Stamford, Connecticut
December 13, 1996

(PAGE18)

             Consent of Independent Public Accountants

  As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration
statement of our reports dated February 14, 1996 and February 6,
1995 (except with respect to the matter discussed in Note 6, as
to which the dated is March 2, 1995) on the consolidated
financial statements of CBI Industries, Inc. and subsidiaries
included in the Current Report of Praxair, Inc. on Form 8-K
filed March 1, 1996 and January 16, 1996, respectively, and to
all references to our Firm included in this registration
statement.

Arthur Andersen LLP

Chicago, Illinois
December 13, 1996