As filed with the Securities and Exchange Commission on May 4, 2005
                                                           Registration No. 333-
================================================================================



                       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                                    06-1249050
   (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                              39 Old Ridgebury Road
                                Danbury, CT 06810
                    (Address of Principal Executive Offices)

                          2005 EQUITY COMPENSATION PLAN
                   FOR NON-EMPLOYEE DIRECTORS OF PRAXAIR, INC.
                            (Full Title of the Plan)

                               James T. Breedlove
                  Vice President, General Counsel and Secretary
                                  Praxair, Inc.
                              39 Old Ridgebury Road
                                Danbury, CT 06810
                     (Name and Address of Agent for Service)

                                 (203) 837-2000
          (Telephone Number, Including Area Code, of Agent for Service)




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

   Title of Securities        Amount To Be        Proposed Maximum       Proposed Maximum           Amount of
    To Be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share(1)               Price(1)
<S>                           <C>                <C>                    <C>                     <C>

Common Stock,                 500,000 Shares          $45.05               $22,525,000                $2,652
$0.01 par value (2)
</TABLE>
(1)      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.  The price per share is  estimated  based on the average of
         the high and low trading  prices for  Praxair,  Inc.'s  common stock on
         April 27,  2005,  as reported by the New York Stock  Exchange on May 3,
         2005.

(2)      Includes the Common Stock Purchase Rights associated therewith.

================================================================================

                                       1
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified by Part I of this Form
S-8 Registration Statement (the "Registration  Statement") will be sent or given
to participants in the 2005 Equity Compensation Plan for Non-Employee  Directors
of Praxair,  Inc.  (the "Plan") by Praxair,  Inc., a Delaware  corporation  (the
"Company"),  as specified in Rule  428(b)(1)  promulgated  by the Securities and
Exchange  Commission  (the  "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.


                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents have been filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and are hereby incorporated by reference in this Registration Statement:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2004,
as filed with the Commission on March 2, 2005 ("2004 Form 10-K").

     (b) Current Reports on Form 8-K, each as filed with the Commission on April
29, 2005, April 27, 2005, March 1, 2005,  February 28, 2005,  February 25, 2005,
February 7, 2005, January 31, 2005, January 26, 2005 and January 25, 2005.

     (c) The portions of our proxy  statement  relating to our Annual Meeting of
Stockholders  held on April 26, 2005, as filed with the  Commission on March 10,
2005, that have been incorporated by reference into the 2004 Form 10-K.

     (d) The description of the Company's Common Stock,  $0.01 par value,  which
is 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.

     (e) All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange 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 hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Company  is  incorporated  under  the laws of the  State of  Delaware.
Sections 102 and 145 of the Delaware General  Corporation Law, or Delaware code,
set forth the  conditions  and  limitations  governing  the  indemnification  of
officers, directors and other persons by Delaware corporations.

                                       3
<PAGE>

     Generally,  Section  145 of the  Delaware  code  provides  that a  Delaware
corporation  shall have the power to indemnify  any person who was or is a party
or is  threatened to be made a party to any action,  suit or proceeding  (except
actions by or in the right of the  corporation)  by reason of the fact that such
person  is or was a  director,  officer,  employee  or agent of the  corporation
against all expenses,  judgments,  fines and amounts paid in settlement actually
and reasonably  incurred by him or her in connection  with such action,  suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe  his conduct was  unlawful.  In  addition,  a Delaware  corporation  may
similarly indemnify such person for expenses actually and reasonably incurred by
him or her in connection with the defense or settlement of any action or suit by
or in the right of the corporation, provided such person acted in good faith and
in a manner he or she  reasonably  believed to be in the best  interests  of the
corporation,  and,  in the case of claims,  issues and  matters as to which such
person shall have been  adjudged  liable to the  corporation,  provided that the
Court of  Chancery of the State of Delaware or the court in which such action or
suit was  brought  shall have  determined  upon  application  that,  despite the
adjudication of liability but in view of all of the  circumstances  of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which  such  court  shall deem  proper.  To the extent  that a present or former
director or officer of a Delaware  corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim issue or matter  therein,  such person shall be indemnified
against expenses  actually and reasonably  incurred by such person in connection
therewith.

     Generally,  Section  102(b)(7)  of the  Delaware  code  provides  that  the
certificate of  incorporation of a Delaware  corporation may contain  provisions
eliminating or limiting the personal liability of a director to a corporation or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director;  provided that such provision may not eliminate or limit the liability
of a  director  (i) for any  breach of the  director's  duty of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or knowing  violation of law, (iii) under
section 174 of Title VIII, or (iv) for any  transaction  from which the director
derived an improper person benefit. No such provision may eliminate or limit the
liability  of a director  for any act or  omission  occurring  prior to the date
which such provisions become effective.

     Article VIII of our Restated  Certificate of  Incorporation  eliminates the
personal liability for monetary damages of directors under certain circumstances
and  provides  that each  person who is or was a director  or officer of us, and
each such  person who is or was  serving at our request as a director or officer
of another  corporation,  or of a  partnership,  joint  venture,  trust or other
enterprise,  including service with respect to employee benefit plans maintained
or sponsored by us (including the heirs, executors, administrators and estate of
such person)  shall be  indemnified  and advanced  expenses by us to the fullest
extent  permitted from time to time by the Delaware code or any applicable  laws
as presently or hereafter in effect.

     Section 145 of the Delaware code provides that a Delaware corporation shall
have the power to purchase and maintain insurance on behalf of any person who is
or was a director,  officer,  employee or agent of the  corporation  against any
liability  asserted  against such person and incurred by such person in any such
capacity, or arising out of such person's status as such,

                                       4
<PAGE>

whether or not the  corporation  would have the power to  indemnify  such person
against the same pursuant to the provisions of the Delaware code.

     Our directors and officers are covered by insurance  policies  indemnifying
against certain  liabilities,  including certain  liabilities  arising under the
Act,  which might be incurred by them in such  capacities and against which they
may not be indemnified by us.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit
NUMBER                                     DESCRIPTION

4.1       2005 Equity  Compensation Plan for Non-Employee  Directors of Praxair,
          Inc.  (incorporated  by  reference to Exhibit  10.04 of the  Company's
          Current  Report  on Form  8-K  filed  on  April  29,  2005  (File  No.
          1-11037)).

*5.1      Opinion of Kelley  Drye & Warren LLP  regarding  the  legality  of the
          shares being registered hereunder.

*23.1     Consent of  PricewaterhouseCoopers  LLP, Independent Registered Public
          Accounting Firm.

*23.2     Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

*24       Powers of Attorney of  Directors  and Certain  Officers of the Company
          (included on the signature page hereof).

---------------------------
*  Filed  herewith.

ITEM 9.  UNDERTAKINGS.

(a) The undersigned Company 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

                                       5
<PAGE>

     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.

          (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  paragraphs  (a)(i) and (a)(ii)  above 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 Securities  Exchange
     Act of 1934,  that  are  incorporated  by  reference  in this  Registration
     Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this 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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing  provisions  described in Item 6 of this  Registration
Statement, or otherwise, the Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company  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.

                                       6
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Danbury,  State of  Connecticut  on this 26th day of
April, 2005.

                                    PRAXAIR, INC.

                                    By: /s/ James T. Breedlove
                                       -----------------------------------------
                                       Name: James T. Breedlove
                                       Title: Vice President, General Counsel
                                              and Secretary

                                POWER OF ATTORNEY

                                   SIGNATURES

Each person whose  signature  appears  below  appoints  James T.  Breedlove  his
attorney-in-fact  and agent, with full power of substitution and resubstitution,
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,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
<TABLE>
<CAPTION>

SIGNATURE                         TITLE                                            DATE
---------                         -----                                            ----
<S>                               <C>                                              <C>

/S/ DENNIS H. REILLEY             Chairman of the Board,                           April 26, 2005
------------------------------    President and Chief Executive Officer
Dennis H. Reilley                 (Principal Executive Officer)

/S/ JAMES S. SAWYER               Senior Vice President                            April 26, 2005
------------------------------    and Chief Financial Officer
James S. Sawyer                   (Principal Financial Officer)

/S/ PATRICK M. CLARK              Vice President and Controller                    April 26, 2005
------------------------------    (Principal Accounting Officer)
Patrick M. Clark

/S/  JOSE ALVES                   Director                                         April 26, 2005
------------------------------
Jose Alves

/S/ CLAIRE W. GARGALLI            Director                                         April 26, 2005
------------------------------
Claire W. Gargalli

                                       7
<PAGE>

/S/ IRA D. HALL                   Director                                         April 26, 2005
------------------------------
Ira D. Hall

/S/ RONALD L. KUEHN, JR.          Director                                         April 26, 2005
------------------------------
Ronald L. Kuehn, Jr.

/S/ RAYMOND W. LEBOEUF            Director                                         April 26, 2005
------------------------------
Raymond W. LeBoeuf

/S/ G. JACKSON RATCLIFFE, JR.     Director                                         April 26, 2005
------------------------------
G. Jackson Ratcliffe, Jr.

/S/ WAYNE T. SMITH                Director                                         April 26, 2005
------------------------------
Wayne T. Smith

/S/ H. MITCHELL WATSON, JR.       Director                                         April 26, 2005
------------------------------
H. Mitchell Watson, Jr.
                                  Director                                         April   , 2005

------------------
Robert L. Wood

</TABLE>


                                       8
<PAGE>


EXHIBIT INDEX

EXHIBIT
NUMBER                         DESCRIPTION
--------  ----------------------------------------------------------------------

4.1       2005 Equity  Compensation Plan for Non-Employee  Directors of Praxair,
          Inc.(incorporated  by  reference  to  Exhibit  10.04 of the  Company's
          Current  Report  on Form  8-K  filed  on  April  29,  2005  (File  No.
          1-11037)).

5.1       Opinion of Kelley  Drye & Warren LLP  regarding  the  legality  of the
          securities being registered hereunder.

23.1      Consent of  PricewaterhouseCoopers  LLP, Independent Registered Public
          Accounting Firm.

23.2      Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

24        Powers of Attorney (included on signature page hereof).

---------------------------
*  Filed  herewith.

                                       9
[{"type": "S-8", "sequence": "1", "filename": "forms8_1004095.txt", "description": "FORM S-8", "secsgml_size_bytes": 21312}]
{"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": "333-124618", "film-number": "05797898"}, "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"}}
As filed with the Securities and Exchange Commission on May 4, 2005
                                                           Registration No. 333-
================================================================================

                       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                                    06-1249050
   (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                              39 Old Ridgebury Road
                                Danbury, CT 06810
                    (Address of Principal Executive Offices)

                          2005 EQUITY COMPENSATION PLAN
                   FOR NON-EMPLOYEE DIRECTORS OF PRAXAIR, INC.
                            (Full Title of the Plan)

                               James T. Breedlove
                  Vice President, General Counsel and Secretary
                                  Praxair, Inc.
                              39 Old Ridgebury Road
                                Danbury, CT 06810
                     (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        Amount To Be        Proposed Maximum       Proposed Maximum           Amount of
    To Be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share(1)               Price(1)
Common Stock,                 500,000 Shares          $45.05               $22,525,000                $2,652
$0.01 par value (2)
(1)      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.  The price per share is  estimated  based on the average of
         the high and low trading  prices for  Praxair,  Inc.'s  common stock on
         April 27,  2005,  as reported by the New York Stock  Exchange on May 3,
         2005.

(2)      Includes the Common Stock Purchase Rights associated therewith.

================================================================================

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified by Part I of this Form
S-8 Registration Statement (the "Registration  Statement") will be sent or given
to participants in the 2005 Equity Compensation Plan for Non-Employee  Directors
of Praxair,  Inc.  (the "Plan") by Praxair,  Inc., a Delaware  corporation  (the
"Company"),  as specified in Rule  428(b)(1)  promulgated  by the Securities and
Exchange  Commission  (the  "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.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents have been filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and are hereby incorporated by reference in this Registration Statement:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2004,
as filed with the Commission on March 2, 2005 ("2004 Form 10-K").

     (b) Current Reports on Form 8-K, each as filed with the Commission on April
29, 2005, April 27, 2005, March 1, 2005,  February 28, 2005,  February 25, 2005,
February 7, 2005, January 31, 2005, January 26, 2005 and January 25, 2005.

     (c) The portions of our proxy  statement  relating to our Annual Meeting of
Stockholders  held on April 26, 2005, as filed with the  Commission on March 10,
2005, that have been incorporated by reference into the 2004 Form 10-K.

     (d) The description of the Company's Common Stock,  $0.01 par value,  which
is 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.

     (e) All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange 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 hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Company  is  incorporated  under  the laws of the  State of  Delaware.
Sections 102 and 145 of the Delaware General  Corporation Law, or Delaware code,
set forth the  conditions  and  limitations  governing  the  indemnification  of
officers, directors and other persons by Delaware corporations.

                                       3
Generally,  Section  145 of the  Delaware  code  provides  that a  Delaware
corporation  shall have the power to indemnify  any person who was or is a party
or is  threatened to be made a party to any action,  suit or proceeding  (except
actions by or in the right of the  corporation)  by reason of the fact that such
person  is or was a  director,  officer,  employee  or agent of the  corporation
against all expenses,  judgments,  fines and amounts paid in settlement actually
and reasonably  incurred by him or her in connection  with such action,  suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe  his conduct was  unlawful.  In  addition,  a Delaware  corporation  may
similarly indemnify such person for expenses actually and reasonably incurred by
him or her in connection with the defense or settlement of any action or suit by
or in the right of the corporation, provided such person acted in good faith and
in a manner he or she  reasonably  believed to be in the best  interests  of the
corporation,  and,  in the case of claims,  issues and  matters as to which such
person shall have been  adjudged  liable to the  corporation,  provided that the
Court of  Chancery of the State of Delaware or the court in which such action or
suit was  brought  shall have  determined  upon  application  that,  despite the
adjudication of liability but in view of all of the  circumstances  of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which  such  court  shall deem  proper.  To the extent  that a present or former
director or officer of a Delaware  corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim issue or matter  therein,  such person shall be indemnified
against expenses  actually and reasonably  incurred by such person in connection
therewith.

     Generally,  Section  102(b)(7)  of the  Delaware  code  provides  that  the
certificate of  incorporation of a Delaware  corporation may contain  provisions
eliminating or limiting the personal liability of a director to a corporation or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director;  provided that such provision may not eliminate or limit the liability
of a  director  (i) for any  breach of the  director's  duty of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or knowing  violation of law, (iii) under
section 174 of Title VIII, or (iv) for any  transaction  from which the director
derived an improper person benefit. No such provision may eliminate or limit the
liability  of a director  for any act or  omission  occurring  prior to the date
which such provisions become effective.

     Article VIII of our Restated  Certificate of  Incorporation  eliminates the
personal liability for monetary damages of directors under certain circumstances
and  provides  that each  person who is or was a director  or officer of us, and
each such  person who is or was  serving at our request as a director or officer
of another  corporation,  or of a  partnership,  joint  venture,  trust or other
enterprise,  including service with respect to employee benefit plans maintained
or sponsored by us (including the heirs, executors, administrators and estate of
such person)  shall be  indemnified  and advanced  expenses by us to the fullest
extent  permitted from time to time by the Delaware code or any applicable  laws
as presently or hereafter in effect.

     Section 145 of the Delaware code provides that a Delaware corporation shall
have the power to purchase and maintain insurance on behalf of any person who is
or was a director,  officer,  employee or agent of the  corporation  against any
liability  asserted  against such person and incurred by such person in any such
capacity, or arising out of such person's status as such,

                                       4
whether or not the  corporation  would have the power to  indemnify  such person
against the same pursuant to the provisions of the Delaware code.

     Our directors and officers are covered by insurance  policies  indemnifying
against certain  liabilities,  including certain  liabilities  arising under the
Act,  which might be incurred by them in such  capacities and against which they
may not be indemnified by us.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit
NUMBER                                     DESCRIPTION

4.1       2005 Equity  Compensation Plan for Non-Employee  Directors of Praxair,
          Inc.  (incorporated  by  reference to Exhibit  10.04 of the  Company's
          Current  Report  on Form  8-K  filed  on  April  29,  2005  (File  No.
          1-11037)).

*5.1      Opinion of Kelley  Drye & Warren LLP  regarding  the  legality  of the
          shares being registered hereunder.

*23.1     Consent of  PricewaterhouseCoopers  LLP, Independent Registered Public
          Accounting Firm.

*23.2     Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

*24       Powers of Attorney of  Directors  and Certain  Officers of the Company
          (included on the signature page hereof).

---------------------------
*  Filed  herewith.

ITEM 9.  UNDERTAKINGS.

(a) The undersigned Company 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

                                       5
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.

          (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  paragraphs  (a)(i) and (a)(ii)  above 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 Securities  Exchange
     Act of 1934,  that  are  incorporated  by  reference  in this  Registration
     Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this 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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing  provisions  described in Item 6 of this  Registration
Statement, or otherwise, the Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company  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.

                                       6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Danbury,  State of  Connecticut  on this 26th day of
April, 2005.

                                    PRAXAIR, INC.

                                    By: /s/ James T. Breedlove
                                       -----------------------------------------
                                       Name: James T. Breedlove
                                       Title: Vice President, General Counsel
                                              and Secretary

                                POWER OF ATTORNEY

                                   SIGNATURES

Each person whose  signature  appears  below  appoints  James T.  Breedlove  his
attorney-in-fact  and agent, with full power of substitution and resubstitution,
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,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
SIGNATURE                         TITLE                                            DATE
---------                         -----                                            ----
/S/ DENNIS H. REILLEY             Chairman of the Board,                           April 26, 2005
------------------------------    President and Chief Executive Officer
Dennis H. Reilley                 (Principal Executive Officer)

/S/ JAMES S. SAWYER               Senior Vice President                            April 26, 2005
------------------------------    and Chief Financial Officer
James S. Sawyer                   (Principal Financial Officer)

/S/ PATRICK M. CLARK              Vice President and Controller                    April 26, 2005
------------------------------    (Principal Accounting Officer)
Patrick M. Clark

/S/  JOSE ALVES                   Director                                         April 26, 2005
------------------------------
Jose Alves

/S/ CLAIRE W. GARGALLI            Director                                         April 26, 2005
------------------------------
Claire W. Gargalli

                                       7
/S/ IRA D. HALL                   Director                                         April 26, 2005
------------------------------
Ira D. Hall

/S/ RONALD L. KUEHN, JR.          Director                                         April 26, 2005
------------------------------
Ronald L. Kuehn, Jr.

/S/ RAYMOND W. LEBOEUF            Director                                         April 26, 2005
------------------------------
Raymond W. LeBoeuf

/S/ G. JACKSON RATCLIFFE, JR.     Director                                         April 26, 2005
------------------------------
G. Jackson Ratcliffe, Jr.

/S/ WAYNE T. SMITH                Director                                         April 26, 2005
------------------------------
Wayne T. Smith

/S/ H. MITCHELL WATSON, JR.       Director                                         April 26, 2005
------------------------------
H. Mitchell Watson, Jr.
                                  Director                                         April   , 2005

------------------
Robert L. Wood
8
EXHIBIT INDEX

EXHIBIT
NUMBER                         DESCRIPTION
--------  ----------------------------------------------------------------------

4.1       2005 Equity  Compensation Plan for Non-Employee  Directors of Praxair,
          Inc.(incorporated  by  reference  to  Exhibit  10.04 of the  Company's
          Current  Report  on Form  8-K  filed  on  April  29,  2005  (File  No.
          1-11037)).

5.1       Opinion of Kelley  Drye & Warren LLP  regarding  the  legality  of the
          securities being registered hereunder.

23.1      Consent of  PricewaterhouseCoopers  LLP, Independent Registered Public
          Accounting Firm.

23.2      Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

24        Powers of Attorney (included on signature page hereof).

---------------------------
*  Filed  herewith.

                                       9