As filed with the Securities and Exchange Commission on August 14, 1997
                                                 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 of incorporation)              (IRS Employer Identification No.)

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

                          Praxair Distribution, Inc.
                            401(k) Retirement 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

<TABLE>
<CAPTION>

=======================================================================================================================
Title of Securities to   Amount to be      Proposed maximum              Proposed maximum              Amount of
be registered(1)         registered        offering price per share(2)   aggregate offering price(2)   registration fee
-----------------------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                           <C>                           <C>
Common Stock,            100,000 Shares    $53.25                        $5,325,000                    $1,613.64
$.01 par value
=======================================================================================================================

</TABLE>

(1) In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, the
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(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
on the  basis  of the  average  of the  high  and  low  prices  reported  in the
consolidated reporting system on August 12, 1997.


                        Exhibit Index is located at page II-8

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The document(s)  containing  information specified by Part I of this
Form S-8 Registration  Statement (the "Registration  Statement") will be sent or
given to participants in the Praxair  Distribution,  Inc. 401(k) Retirement Plan
(the "Plan"),  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").  Praxair  Distribution,  Inc. is a wholly owned
subsidiary of Praxair,  Inc., a Delaware  corporation.  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.

<PAGE>

                                     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  pursuant to the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act") and are hereby  incorporated by reference
in this Registration Statement:

            (a) The  description  of the  Registrant's  Common  Stock,  $.01 par
value, 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.

            (b) The  Company's  Annual  Report on Form  10-K for the year  ended
December 31, 1996,  which  contains  audited  financial  statements for the most
recent year for which such statements have been filed.

            (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.

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  "DGCL"),  which  provides for  indemnification  of
directors, officers and other employees in certain circumstances, and to Section
102(b)(7) of the DGCL, 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 DGCL.  Among
other  things,  these  provisions  provide   indemnification  for  officers  and
directors against liabilities for judgments in and settlements


                                      II-1

<PAGE>

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 CLAIMED.

            Not Applicable.

ITEM 8.  EXHIBITS.



Exhibit
NUMBER                       DESCRIPTION

   4.1      The Praxair Distribution, Inc. 401 (k) Retirement 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)

   5        Opinion of Kelley Drye & Warren LLP, Counsel to Registrant

23.1        Consent of Price Waterhouse, Independent Auditors

23.2        Consent of Kelley Drye & Warren LLP (included in opinion filed
            as Exhibit 5)

24          Powers of Attorney of Directors and Certain Officers of the
            Registrant (included on the signature pages hereof)


                                      II-2

<PAGE>

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 and 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 the price represent no more than 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
Company pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by
reference in the  Registration  Statement;  provided,  however,  that paragraphs
(a)(1)(i) and (a)(1)(ii)  above do not apply if the  information  required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this 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 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.


                                      II-3

<PAGE>

            (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,  the Registrant 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.

            (6) The undersigned Registrant hereby undertakes that the Registrant
will take the necessary actions to submit the Praxair Distribution,  Inc. 401(k)
Retirement  Plan to the Internal  Revenue Service (the "IRS") in a timely manner
and will make all changes required by the IRS to qualify the Plan.


                                      II-4

<PAGE>

                                  SIGNATURES


            THE PLAN.  Pursuant to the  requirements  of the  Securities  Act of
1933, as amended,  the Praxair  Distribution,  Inc. 401 (k) Retirement  Plan 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 18th day of July, 1997.


                                  By JOHN A. CLERICO
                                     -------------------------------------------
                                     John A. Clerico
                                     Vice President and Chief Financial Officer
                                     (On behalf of the Plan and as
                                     Principal Financial Officer)


            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 18th day of
July, 1997.

                                  PRAXAIR, INC.


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




                               POWER OF ATTORNEY

            Each person whose signature  appears below appoints each of David H.
Chaifetz and John A. Clerico, 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 this Registration  Statement (including
post-effective  amendments),  and  generally  to do anything  else  necessary or
proper in connection therewith.


                                      II-5

<PAGE>

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

       SIGNATURE               TITLE                         DATE


H. WILLIAM LICHTENBERGER       Chairman and Chief            July 22, 1997
-----------------------------  Executive Officer
   H. William Lichtenberger    (Principal Executive Officer)

JOHN A. CLERICO                Vice President, Chief         July 18, 1997
-----------------------------  Financial Officer,
   John A. Clerico             and Director (Principal
                               Financial Officer)


EDGAR G. HOTARD                President and Director        July 22, 1997
-----------------------------
   Edgar G. Hotard


ALEJANDRO ACHAVAL              Director                      July 22, 1997
-----------------------------
   Alejandro Achaval


C. FRED FETTEROLF              Director                      July 22, 1997
-----------------------------
   C. Fred Fetterolf


DALE F. FREY                   Director                      July 22, 1997
-----------------------------
   Dale F. Frey


CLAIRE W. GARGALLI             Director                      July 22, 1997
-----------------------------
   Claire W. Gargalli


RONALD L. KUEHN JR.            Director                      July 22, 1997
-----------------------------
   Ronald L. Kuehn Jr.


RAYMOND W. LEBOEUF             Director                      July 22, 1997
-----------------------------
   Raymond W. LeBoeuf


                                      II-6

<PAGE>

BENJAMIN F. PAYTON             Director                      July 22, 1997
-----------------------------
   Benjamin F. Payton


G. JACKSON RATCLIFFE, JR.      Director                      July 22, 1997
-----------------------------
   G. Jackson Ratcliffe, Jr.


H. MITCHELL WATSON, JR.        Director                      July 22, 1997
-----------------------------
   H. Mitchell Watson, Jr.


                                      II-7

<PAGE>

                                  EXHIBIT INDEX


                                                                 SEQUENTIAL
EXHIBIT                                                          PAGE
NUMBER                    DESCRIPTION                            NUMBER
-------                   -----------                            ----------

4.1        Praxair Distribution, Inc. 401 (k) Retirement
           Plan

4.2        Article IV of the Registrant's Restated               Incorporated by
           Certificate of Incorporation, defining the            reference
           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                  Incorporated by
           Registrant and The Bank of New York, as               reference
           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)

5          Opinion of Kelley Drye & Warren LLP,
           Counsel to Registrant

23.1       Consent of Price Waterhouse, Independent
           Auditors

23.2       Consent of Kelley Drye & Warren LLP
           (included in opinion filed as Exhibit 5)

24         Powers of Attorney of Directors and Certain
           Officers of the Registrant (included on the
           signature pages hereof)


                                      II-8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20617}]
{"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": "333-33801", "film-number": "97665385"}, "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 August 14, 1997
                                                 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 of incorporation)              (IRS Employer Identification No.)

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

                          Praxair Distribution, Inc.
                            401(k) Retirement 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   Amount to be      Proposed maximum              Proposed maximum              Amount of
be registered(1)         registered        offering price per share(2)   aggregate offering price(2)   registration fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock,            100,000 Shares    $53.25                        $5,325,000                    $1,613.64
$.01 par value
=======================================================================================================================
(1) In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, the
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(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
on the  basis  of the  average  of the  high  and  low  prices  reported  in the
consolidated reporting system on August 12, 1997.

                        Exhibit Index is located at page II-8
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The document(s)  containing  information specified by Part I of this
Form S-8 Registration  Statement (the "Registration  Statement") will be sent or
given to participants in the Praxair  Distribution,  Inc. 401(k) Retirement Plan
(the "Plan"),  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").  Praxair  Distribution,  Inc. is a wholly owned
subsidiary of Praxair,  Inc., a Delaware  corporation.  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.
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  pursuant to the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act") and are hereby  incorporated by reference
in this Registration Statement:

            (a) The  description  of the  Registrant's  Common  Stock,  $.01 par
value, 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.

            (b) The  Company's  Annual  Report on Form  10-K for the year  ended
December 31, 1996,  which  contains  audited  financial  statements for the most
recent year for which such statements have been filed.

            (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.

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  "DGCL"),  which  provides for  indemnification  of
directors, officers and other employees in certain circumstances, and to Section
102(b)(7) of the DGCL, 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 DGCL.  Among
other  things,  these  provisions  provide   indemnification  for  officers  and
directors against liabilities for judgments in and settlements

                                      II-1
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 CLAIMED.

            Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit
NUMBER                       DESCRIPTION

   4.1      The Praxair Distribution, Inc. 401 (k) Retirement 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)

   5        Opinion of Kelley Drye & Warren LLP, Counsel to Registrant

23.1        Consent of Price Waterhouse, Independent Auditors

23.2        Consent of Kelley Drye & Warren LLP (included in opinion filed
            as Exhibit 5)

24          Powers of Attorney of Directors and Certain Officers of the
            Registrant (included on the signature pages hereof)

                                      II-2
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 and 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 the price represent no more than 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
Company pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by
reference in the  Registration  Statement;  provided,  however,  that paragraphs
(a)(1)(i) and (a)(1)(ii)  above do not apply if the  information  required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this 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 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.

                                      II-3
(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,  the Registrant 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.

            (6) The undersigned Registrant hereby undertakes that the Registrant
will take the necessary actions to submit the Praxair Distribution,  Inc. 401(k)
Retirement  Plan to the Internal  Revenue Service (the "IRS") in a timely manner
and will make all changes required by the IRS to qualify the Plan.

                                      II-4
SIGNATURES

            THE PLAN.  Pursuant to the  requirements  of the  Securities  Act of
1933, as amended,  the Praxair  Distribution,  Inc. 401 (k) Retirement  Plan 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 18th day of July, 1997.

                                  By JOHN A. CLERICO
                                     -------------------------------------------
                                     John A. Clerico
                                     Vice President and Chief Financial Officer
                                     (On behalf of the Plan and as
                                     Principal Financial Officer)

            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 18th day of
July, 1997.

                                  PRAXAIR, INC.

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

                               POWER OF ATTORNEY

            Each person whose signature  appears below appoints each of David H.
Chaifetz and John A. Clerico, 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 this Registration  Statement (including
post-effective  amendments),  and  generally  to do anything  else  necessary or
proper in connection therewith.

                                      II-5
Pursuant to the  requirements  of the Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

       SIGNATURE               TITLE                         DATE

H. WILLIAM LICHTENBERGER       Chairman and Chief            July 22, 1997
-----------------------------  Executive Officer
   H. William Lichtenberger    (Principal Executive Officer)

JOHN A. CLERICO                Vice President, Chief         July 18, 1997
-----------------------------  Financial Officer,
   John A. Clerico             and Director (Principal
                               Financial Officer)

EDGAR G. HOTARD                President and Director        July 22, 1997
-----------------------------
   Edgar G. Hotard

ALEJANDRO ACHAVAL              Director                      July 22, 1997
-----------------------------
   Alejandro Achaval

C. FRED FETTEROLF              Director                      July 22, 1997
-----------------------------
   C. Fred Fetterolf

DALE F. FREY                   Director                      July 22, 1997
-----------------------------
   Dale F. Frey

CLAIRE W. GARGALLI             Director                      July 22, 1997
-----------------------------
   Claire W. Gargalli

RONALD L. KUEHN JR.            Director                      July 22, 1997
-----------------------------
   Ronald L. Kuehn Jr.

RAYMOND W. LEBOEUF             Director                      July 22, 1997
-----------------------------
   Raymond W. LeBoeuf

                                      II-6
BENJAMIN F. PAYTON             Director                      July 22, 1997
-----------------------------
   Benjamin F. Payton

G. JACKSON RATCLIFFE, JR.      Director                      July 22, 1997
-----------------------------
   G. Jackson Ratcliffe, Jr.

H. MITCHELL WATSON, JR.        Director                      July 22, 1997
-----------------------------
   H. Mitchell Watson, Jr.

                                      II-7
EXHIBIT INDEX

                                                                 SEQUENTIAL
EXHIBIT                                                          PAGE
NUMBER                    DESCRIPTION                            NUMBER
-------                   -----------                            ----------

4.1        Praxair Distribution, Inc. 401 (k) Retirement
           Plan

4.2        Article IV of the Registrant's Restated               Incorporated by
           Certificate of Incorporation, defining the            reference
           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                  Incorporated by
           Registrant and The Bank of New York, as               reference
           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)

5          Opinion of Kelley Drye & Warren LLP,
           Counsel to Registrant

23.1       Consent of Price Waterhouse, Independent
           Auditors

23.2       Consent of Kelley Drye & Warren LLP
           (included in opinion filed as Exhibit 5)

24         Powers of Attorney of Directors and Certain
           Officers of the Registrant (included on the
           signature pages hereof)

                                      II-8