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Rule 424(b)(3)
Registration No. 333-8113
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 1, 1996)
[AIRGAS LOGO]
3,458,065 Shares of Common Stock
Up to 3,458,065 shares (the "Shares") of Airgas, Inc. (the "Company")
common stock, par value $.01 per share (the "Common Stock"), may be offered
from time to time under this Prospectus Supplement by certain stockholders of
the Company (the "Selling Stockholders"). The Shares have been or may be
issued by the Company to the Selling Stockholders, in connection with the
acquisition of a company of which the Selling Stockholders were shareholders.
See "Selling Stockholders."
The issuance of the Shares by the Company to the Selling Stockholders is
not being registered hereunder. Only the resale of the Shares by the Selling
Stockholders is covered by this Prospectus Supplement. Any such sales may be
in one or more transactions to be executed on the New York Stock Exchange, on
any other exchange on which the Common Stock may be traded or in the
over-the-counter market at prices prevailing at the times of such sales or in
private sales at prices related to the prevailing market prices or at
negotiated prices. See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange. The last
reported sale price of the Common Stock, on September 4, 1996, as reported on
the New York Stock Exchange, was $23 1/4 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR ANY
SUPPLEMENT HERETO. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is September 5, 1996.<PAGE>
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THE OFFERING
On September 5, 1996, the Company acquired Rutland Tool & Supply Co., Inc.
("Rutland") and, as a result, the former shareholders of Rutland received a
total of 3,380,646 shares of the Company's Common Stock. In addition, up to
77,419 shares of the Company's Common Stock (the "Holdback Shares") will be
issued to certain of the Selling Stockholders 150 days after September 5,
1996. The number of Holdback Shares may be adjusted based upon levels of
certain accounts receivable, working capital assets and indemnity claims.
The Agreement and Plan of Reorganization among the Company, Rutland and
each of the Selling Stockholders provides the Selling Stockholders with
certain registration rights. This Prospectus Supplement has been prepared and
filed by the Company in satisfaction of the Company's obligations to register
the Shares for sale by the Selling Stockholders pursuant to the registration
rights provided under such agreement.
USE OF PROCEEDS
The Company will receive no proceeds from any sales of the Shares by the
Selling Stockholders.
The Company will pay all fees and expenses incurred by the Company in
connection with registering the Shares for sale under the Securities Act.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders that they or, in
the event of the death of a Selling Stockholder, the Selling Stockholder's
personal representative, may sell all, or a portion or none of the Shares
registered for sale by them hereunder from time to time. Upon the transfer of
any Shares by a Selling Stockholder by gift or inheritance to certain family
members, the donee would have the same rights of sale as such Selling
Stockholder under this Prospectus Supplement. The Shares may be offered for
sale hereunder by or on behalf of one or more of the Selling Stockholders in
one or more transactions, including block transactions, at a fixed price or
prices (which may be changed), at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at prices
determined on a negotiated or competitive bid basis. The Shares may be sold
through agents designated from time to time or to or through broker-dealers
designated from time to time or by such other means as may be specified in a
supplement to this Prospectus Supplement. Such Shares may be sold through a
broker-dealer acting as an agent or broker for the Selling Stockholders, or to
a broker-dealer acting as principal. In the latter case, such broker-dealers
may resell such Shares to the public at varying prices to be determined by
such broker-dealer at the time of resale. Sales may also be made in one or
more transactions to be executed on the New York Stock Exchange, or any other
exchange on which the Common Stock may be traded, in the over-the-counter
market or in private transactions.
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The Selling Stockholders will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations thereunder,
including without limitation, Rules 10b-3, 10b-6 and 10b-7, which provisions
may limit the timing of purchases and sales of the Shares by the Selling
Stockholders. Broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions (which compensation may be
in excess of customary commissions). The Selling Stockholders and any
broker-dealers that participate in the distribution of the Shares may
be deemed to be underwriters and any commissions received by them and any
profit on the resale of the Shares positioned by them might be deemed to be
underwriting discounts and commissions under the Securities Act of 1933. In
the event that a Selling Stockholder engages an underwriter in connection with
the sale of Shares, the Selling Stockholder has agreed to file with the
Commission, as an exhibit to the registration statement of which this
Prospectus is a part, an underwriting agreement, if any, entered into
with such underwriter and to disclose any compensation arrangement between the
Selling Stockholder and the underwriter in a supplement to this Prospectus
Supplement or, if required, in a post-effective amendment to the registration
statement of which this Prospectus Supplement is a part. Any shares
covered by this Prospectus Supplement which qualify for sale pursuant to Rule
144 promulgated under the Securities Act of 1933 may be sold under Rule 144
rather than pursuant to this Prospectus Supplement.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of September 5, 1996,
and as adjusted to reflect the sale of the Shares by the Selling Stockholders.
Except for Louis J. Wiener, Barbra Wiener and Phyllis Wiener, who beneficially
own 1.1%, 1.8% and 1.8%, respectively, of the Company's outstanding Common
Stock, none of the individuals identified below owns more than 1% of the
Company's outstanding Common Stock as of the date of this Prospectus
Supplement. Unless otherwise indicated, the Selling Stockholders listed
possess sole voting and investment power with respect to the shares listed.
Number of Shares
Number of Shares Beneficially
Beneficially Owned Shares Being Owned After
Selling Stockholders Prior to the Offering (1) Offering (1) the Offering (1)
____________________ _________________________ ____________ ________________
Louis J. Wiener Trust,
Louis J. Wiener, as
Trustee (2) 423,399 423,399 -0-
Wiener Family Trust,
Louis J. Wiener and
Myra Emas Wiener,
as Trustees (3) 258,798 258,798 -0-
Barbra Wiener (4) 1,164,593 1,164,593 -0-
Barbra Wiener Family
Limited
Partnership 698,756 698,756 -0-
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Phyllis Wiener (5) 1,164,593 1,164,593 -0-
Phyllis Wiener Family
Limited
Partnership 698,756 698,756 -0-
Frank Bassoff (6) 55,900 55,900 -0-
Joseph Rollino (6) 78,157 78,157 -0-
Robert Bohrer (6) 67,029 67,029 -0-
George Lawce (6) 55,900 55,900 -0-
Deborah Reed (6) 55,900 55,900 -0-
Maryann Wesson (6) 55,900 55,900 -0-
Allan Emas (6) 11,128 11,128 -0-
Joan Nogrady (6) 11,199 11,128 71
Joanne Genis (6) 11,128 11,128 -0-
Adam Smith (6) 11,128 11,128 -0-
Raymond Ginez (6) 11,128 11,128 -0-
James Henry (6) 11,128 11,128 -0-
Neil Tyner (6) 11,128 11,128 -0-
____________________________
(1) Assumes that the Selling Stockholders sell all of the Shares being
offered. Includes the maximum number of Holdback Shares that may be
issued 150 days after September 5, 1996.
(2) Since September 5, 1996, Louis J. Wiener has served as President of
Rutland Tool & Supply Co, Inc., a wholly-owned subsidiary of the
Company.
(3) Myra Emas Wiener is the spouse of Louis J. Wiener.
(4) Barbra Wiener is the daughter of Louis J. Wiener. Includes shares
held individually and by the Barbra Wiener Family Limited
Partnership, of which Barbra Wiener is the Managing General Partner.
(5) Phyllis Wiener is the daughter of Louis J. Wiener. Includes shares
held individually and by the Phyllis Wiener Family Limited
Partnership, of which Phyllis Wiener is the Managing General Partner.
(6) Since September 5, 1996, the following individuals have served in the
positions with Rutland Tool & Supply Co., Inc., a wholly-owned
subsidiary of the Company, indicated below:
Frank Bassoff - Chief Financial Officer
Joseph Rollino - Executive Vice President
Robert Bohrer - Vice President
George Lawce - Director of Purchasing
Deborah Reed - Director of Branch Expansion
Maryann Wesson - National Sales Manager
Allan Emas - Branch Sales Manager
Joan Nogrady - Office Manager
Joanne Genis - Accounts Receivable Supervisor
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Adam Smith - Branch Manager
Raymond Ginez - Branch Manager
James Henry - Marketing Manager
Neil Tyner - Carbide Specialist
The Company is not able to determine, at this time, the number of Holdback
Shares that ultimately will be issued to the Selling Stockholders, since the
amount is based upon future events.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Company's Common Stock is The
Bank of New York.
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No dealer, salesman or other person has been
authorized to give any information or to make
any representations not contained in this
Prospectus Supplement or the Prospectus in
connection with the offer made by this
Prospectus Supplement and the Prospectus and,
if given or made, such information or
representation must not be relied upon as
having been authorized by the Company or
Selling Stockholder. Neither the delivery
of this Prospectus Supplement or the [AIRGAS LOGO]
Prospectus nor any sale made hereunder and
thereunder shall, under any circumstance,
create an implication that there has not
been any change in the affairs of the
Company since the date hereof. This 3,458,065 Shares of Common Stock
Prospectus Supplement and the Prospectus
do not constitute an offer, or solicitation
by anyone in any state in which such offer
or solicitation is not authorized or in
which the person making such offer is not
qualified to do so or to anyone to whom it
is unlawful to make such offer or solicitation.
_________________________
TABLE OF CONTENTS
Page
Prospectus Supplement
The Offering . . . . . . . . . . . . S-2
Use of Proceeds. . . . . . . . . . . S-2 ______________
Plan of Distribution . . . . . . . . S-2 PROSPECTUS SUPPLEMENT
Selling Stockholders . . . . . . . . S-3 ______________
Prospectus
Available Information. . . . . . . . . . 2
Incorporation of Certain Documents By
Reference . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . 3
Use of Proceeds. . . . . . . . . . . . . 6
Description of Debt Securities . . . . . 6
Description of Common Stock. . . . . . . 16
Description of Preferred Stock . . . . . 17
Ratios of Earnings to Fixed Charges. . . 22
Certain Federal Income Tax
Considerations. . . . . . . . . . . 22
Plan of Distribution . . . . . . . . . . 22
Experts. . . . . . . . . . . . . . . . . 23
Legal Matters. . . . . . . . . . . . . . 23
September 5, 1996
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