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PROSPECTUS SUPPLEMENT
(To Prospectus dated August 1, 1996 and Prospectus
Supplement dated September 5, 1996)
[AIRGAS LOGO]
3,458,065 Shares of Common Stock
The date of this Prospectus Supplement is December 30, 1996.
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PLAN OF DISTRIBUTION
The Airgas Common Stock may be sold time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on one or more exchanges or in the
over-the-counter market or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The Airgas Common Stock may be sold by one or more of the
following: (a) a block trade in which the broker-dealer so engaged will
attempt to sell the Airgas Common Stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker-dealer as principal and resale by such broker-dealer for its
account pursuant to this prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, broker-dealers engaged by the Selling Stockholders may
arrange for other broker-dealers to participate in resales.
In connection with distributions of the Airgas Common Stock or otherwise,
the Selling Stockholders may enter into hedging transactions with
broker-dealers. In connection with such transactions, broker-dealers may
engage in short sales of the Airgas Common Stock in the course of hedging the
positions they assume with Selling Stockholders. The Selling Stockholders may
also sell Airgas Common Stock short and redeliver the Airgas Common Stock to
close out such short positions. The Selling Stockholders may also enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the Airgas Common Stock registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this prospectus.
The Selling Stockholder may also loan or pledge the Airgas Common Stock to a
broker-dealer and the broker-dealer may sell the Airgas Common Stock so
loaned, or upon a default, the broker-dealer may effect sales of the pledged
Airgas Common Stock pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders in amounts to
be negotiated in connection with the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within
the meaning of the Securities Act. In connection with such sales, any
commission, discount or concession may be deemed to be an underwriting
discount or commission under the Act. In addition, any securities covered by
this prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this prospectus.
All costs, expenses and fees in connection with the registration of the
Airgas Common Stock will be borne by the Company. Commissions and discounts,
if any, attributable to the sales of the Airgas Common Stock will be borne by
the Selling Stockholders. The Selling Stockholders may agree to indemnify any
broker-dealer or agent that participates in transactions involving sales of
the shares against certain liabilities, including liabilities arising under
the Act. The Company and the Selling Stockholders have agreed to indemnify
certain persons including broker-dealers or agents against certain
liabilities in connection with the offering of the Airgas Common Stock,
including liabilities arising under the Act.
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The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of December 23, 1996,
and as adjusted to reflect the sale of the Shares by the Selling Stockholders
discussed above, and replaces the information with respect to such Selling
Stockholders set forth in the Prospectus Supplement dated September 5, 1996.
Number of Shares Number of Shares
Selling Beneficially Owned Shares Being Beneficially Owned
Stockholders Prior to the Offering Offered After the Offering
____________ _____________________ ____________ __________________
Barbra Wiener (1) 1,134,671 1,134,671 -0-
Barbra Wiener Family
Limited Partnership 683,113 683,113 -0-
Phyllis Wiener (2) 1,138,521 1,138,521 -0-
Phyllis Wiener Family
Limited Partnership 683,113 683,113 -0-
(1) Barbra Wiener is the daughter of Louis J. Wiener. Except as described
herein, includes shares held individually and by the Barbra Wiener
Family Limited Partnership. Includes 200,000 shares borrowed from
Phyllis Wiener and 300,000 shares borrowed from the Phyllis Wiener
Family Limited Partnership, but excludes 200,000 shares loaned to
Phyllis Wiener and 300,000 shares loaned by the Barbra Wiener Family
Limited Partnership to the Phyllis Wiener Family Limited Partnership.
(2) Phyllis Wiener is the daughter of Louis J. Wiener. Except as described
herein, includes shares held individually and by the Phyllis Wiener
Family Limited Partnership. Includes 200,000 shares borrowed from
Barbra Weiner and 300,000 shares borrowed from the Barbra Wiener Family
Limited Partnership, but excludes 200,000 shares loaned to Barbra
Wiener and 300,000 shares loaned by the Phyllis Wiener Family Limited
Partnership to the Barbra Wiener Family Limited Partnership.
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