<PAGE>
As filed with the Securities and Exchange Commission on April 30,
1997
Registration No.
333-23651
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
Delaware 9999 56-0732648
___________________________ _____________________
___________________
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorporation Industrial Classifica- Identification
or organization) tion Code Number) Number)
259 Radnor-Chester Road, Suite 100, Radnor, Pennsylvania
19087-5240
(Name, address, including zip code, and telephone number,
including area
code, of registrant's principal executive offices)
ANDREW R. CICHOCKI,
VICE PRESIDENT-CORPORATE DEVELOPMENT
AIRGAS, INC.
259 Radnor-Chester Road, Suite 100
Radnor, Pennsylvania 19087-5240
(610) 687-5253
(Name, address, including zip code, and telephone number,
including area
code, of agent for service)
__________________
With a copy to:
NANCY D. WEISBERG, ESQUIRE
McCAUSLAND, KEEN & BUCKMAN
259 Radnor-Chester Road, Suite 160
Radnor, Pennsylvania 19087-5240
(610) 341-1000
__________________
Approximate date of commencement of proposed sale to the
public:
As soon as practicable after the effective date of this
Registration
Statement.
__________________
If the securities being registered on this Form are being
offered in
connection with the formation for holding company and there is
compliance
with General Instruction G, check the following box. [ ]<PAGE>
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Explanatory Note
________________
This Post-Effective Amendment No. 1 to the Registration
Statement on
Form S-4(File No. 333-23651) is being filed to incorporate by
reference
Exhibits 4.9 and 4.10 relating to a stockholder rights plan adopted
by
Airgas, Inc.
Item 21. Exhibits and Financial Statement Schedules
Exhibits
________
4.9 Rights Agreement, dated as of April 1, 1997, between
Airgas, Inc. and The Bank of New York, as
Rights Agent, which includes as Exhibit B thereto
the Form of Right Certificate. (Incorporated by
reference to Exhibit 1.1 to the Company's Form 8-A
filed on April 28, 1997.)
4.10 First Amendment to the Rights Agreement dated as of
August 1, 1988, dated as of April 1, 1997, between
Airgas, Inc. and The Bank of New York. (Incorporated
by reference to Exhibit 1.2 to the Company's Form 8-
A filed on April 28, 1997.)
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<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the
Registrant has duly caused this Registration Statement to be signed
on its
behalf by the undersigned, hereunto duly authorized, in the Town of
Radnor,
State of Pennsylvania on this 30th day of April, 1997.
AIRGAS, INC.
By: /s/ Peter McCausland
____________________
Peter McCausland, Chairman of the
Board
and Chief Executive Officer
By: /s/ Thomas C. Deas, Jr.
________________________
Thomas C. Deas, Jr., Vice President and
Chief Financial Officer
By: /s/ Jeffrey P. Cornwell
_______________________
Jeffrey P. Cornwell, Corporate
Controller
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
_________
W. Thacher Brown, Director*
Dr. Robert E. Naylor, Director*
John A. H. Shober, Director*
Merrill L. Stott, Director*
Erroll C. Sult, Director*
Argeris N. Karabelas, Director*
* Todd R. Craun, by signing his name hereto, does sign this
Registration
Statement on behalf of each of the indicated directors of the
Registrant, pursuant to powers of attorney executed by each of
such
directors and filed with the Securities and Exchange Commission,
on the
date indicated.
/s/ Todd R. Craun
_________________
Todd R. Craun, Attorney-in-Fact Date: April 30,
1997<PAGE>
