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1 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
9
(This Amendment is being filed in substitution of the
previous filing in order to add an additional entity)
AIR PRODUCTS & CHEMICALS, INC.
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
009158106
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-9835
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2 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 7,352,400
6. Shared Voting Power: 0
7. Sole Dispositive Power: 7,352,400
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 7,352,400
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 3.48 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Life Insurance Company 37-0533090
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 140,800
6. Shared Voting Power: 0
7. Sole Dispositive Power: 140,800
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 140,800
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.06 %
12. Type of Reporting Person: IC
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13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,768,400
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,768,400
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,768,400
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.83 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 1,060,000
6. Shared Voting Power: 913
7. Sole Dispositive Power: 1,060,000
8. Shared Dispositive Power: 913
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,060,913
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.50 %
12. Type of Reporting Person: IA
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13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 4,000,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 4,000,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 4,000,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.89 %
12. Type of Reporting Person: EP
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,376,800
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,376,800
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,376,800
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.65 %
12. Type of Reporting Person: EP
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Item 1(a) and (b). Name and Address of Issuer:
__________________________
AIR PRODUCTS & CHEMICALS, INC.
7201 HAMILTON BLVD.
ALLENTOWN, PA 18195-1501
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 15,699,313 shares on 12/31/1998
_________________________
Item 4(b). Percent of Class: 7.44 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
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Item 10. Certification. The undersigned certify that, to
the best of his knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
Signature. After reasonable inquiry and to the best of
his knowledge and belief, the undersigned certifies that
the information set forth in this statement is true,
complete and correct.
02/09/1999 STATE FARM MUTUAL AUTOMOBILE
___________________________
Date INSURANCE COMPANY
STATE FARM VARIABLE STATE FARM LIFE INSURANCE COMPANY
PRODUCT TRUST
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COS. STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COS. STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN
FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
/s/ Paul N. Eckley
____________________________ /s/ Paul N. Eckley
________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
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EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute
a group" with regard to the ownership of shares reported herein.
By way of explanation, State Farm Mutual Automobile Insurance
Company is the parent of wholly owned subsidiaries, State Farm
Life Insurance Company, which is the parent of the wholly owned
subsidiary State Farm Life and Accident Assurance Company, and
State Farm Fire and Casualty Company, which in turn is the parent
of the wholly owned subsidiary State Farm Investment Management
Corp. State Farm Investment Management Corp. acts as the
investment advisor to State Farm Growth Fund, Inc., State Farm
Balanced Fund, Inc., and the State Farm Variable Product Trust.
The InvestmentCommittees of the Board of Directors of each
of the insurance companies and of the State Farm Investment
Management Corp. and the Trustees of the State Farm Insurance
Companies Employee Retirement Trust and State Farm Insurance
Companies Savings and Thrift Plan for U.S. Employees are vested
with the responsibility for investing the assets of the
companies, the Funds, the Trusts, and the Equities Account and
the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the
Investment Department. State Farm Investment Management Corp.
has a written agreement with State Farm Mutual Automobile
Insurance Company whereby the Investment Department personnel
assist State Farm Investment Management Corp. in its duties as
investment advisor to the Funds and the State Farm Variable
Product Trust. Investment actions taken by the Investment
Department are ratified by the Investment Committees of the Boards
of Directors of the insurance companies and the Management
Corporation and by the Trustees of the Trusts and the Plan.
Certain members of the Investment Department also execute voting
proxies from time to time but in situations where a vote contrary
to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards
of Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of
the security and disclaims that it is part of a "group".
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Number of
Classifi- Shares Based
cation on Proceeds
Name Under Item 3 of Sale
____ ____________ ___________
State Farm Mutual Automobile Insurance Co. IC 7,352,400
State Farm Life Insurance Company IC 140,800
State Farm Life and Accident Assurance Co. IC 0
State Farm Fire and Casualty Company IC 1,768,400
State Farm Investment Management Corp. IA 0
State Farm Growth Fund, Inc. IV 830,000
State Farm Balanced Fund, Inc. IV 230,000
State Farm Variable Product Trust IV 913
State Farm Insurance Companies Employee
Retirement Trust EP 4,000,000
State Farm Insurance Companies Savings &
Thrift Plan for U.S. Employees EP
Equities Account 1,120,800
Balanced Account 256,000
------------
Total 15,699,313
