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PROSPECTUS SUPPLEMENT Rule 424(b)(3)
Registration No. 33-61899
(To Prospectus dated September 1, 1995)
[AIRGAS LOGO]
1,289,892 Shares of Common Stock
The Board of Directors of Airgas, Inc. (the "Company") designated
December 31, 1996 as an Optional Exchange Date on which certain of the Selling
Stockholders could elect to exchange their Subsidiary Shares for shares of the
Company's Common Stock. The exchange was based upon the valuation of the
Subsidiary Shares, as reviewed by an independent appraiser, on June 30, 1996,
and upon the valuation of the Company's Common Stock, based on the closing
market price on June 30, 1996. The Selling Stockholders who exchanged their
Subsidiary Shares on the December 31, 1996 exchange date received an aggregate
of 76,556 shares of the Company's Common Stock.
The Common Stock is traded on the New York Stock Exchange.
The last reported sale price of the Common Stock on January 31, 1997, as
reported on the New York Stock Exchange, was $19.75 per share.
Terms not defined in this Prospectus Supplement have the
meanings ascribed to them in the Prospectus dated September 1, 1995.
The date of this Prospectus Supplement is February 4, 1997.<PAGE>
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SELLING STOCKHOLDERS
The following table sets forth as of December 15, 1996 certain
information with respect to beneficial ownership of the Company's Common Stock
by the Selling Stockholders who have exchanged their Subsidiary Shares on the
December 31, 1996 Optional Exchange Date. 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.
<TABLE>
<CAPTION>
Number of Number of Shares
Shares Beneficially Number of Beneficially
Owned Prior to the Shares Being Owned After
Selling Stockholders Offering Offering (1)(2) the Offering (2)
_____________________ ___________________ _______________ ________________
<S> <C> <C> <C>
Barry W. Himes (5) 23,817 (3)(4) 12,632 11,185
Ronald B. Rush (6) 69,115 (3)(4) 39,737 29,378
Mark A. Straka (7) 18,485 (3)(4) 5,977 12,508
John T. Winn, III (8) 25,613 (3)(4) 5,789 19,824
Howard E. Wolfe (9) 49,978 (3)(4) 12,421 37,557
</TABLE>
(1) Reflects only Shares to be exchanged for Subsidiary Shares on
December 31, 1996.
(2) Assumes that the Selling Stockholders sell all of the Shares being
offered.
(3) Includes the following number of shares of Common Stock which may be
acquired by certain of the Selling Shareholders through the exercise
of options on December 15, 1996 or within 60 days thereof: Mr. Himes,
1,500 shares; Mr. Rush, 28,350 shares; Mr. Straka, 8,615 shares; Mr.
Winn, 8,980 shares; and Mr. Wolfe, 27,280 shares. Also includes
Shares issuable upon exchange of the Subsidiary Shares on December 31,
1996.
(4) Includes the following number of shares of Common Stock
held by certain of the Selling Stockholders under the Company's 401(k)
Plan: Mr. Himes; 2,139 shares; Mr. Rush, 747 shares; Mr. Straka, 2,823
shares; Mr. Winn, 5,592 shares; and Mr. Wolfe, 8,668 shares.
(5) Mr. Himes has served as President of Cryodyne Technologies,
Inc. (a company acquired by the Company in December 1993), since
December 1993.
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(6) Mr. Rush has been the Company's Division President - Southern Division
since December 1, 1995. Mr. Rush served as President of Sooner
Airgas, Inc., a subsidiary of the Company, from June 1991 to November
30, 1995.
(7) Mr. Straka has served as President of Airgas Specialty
Gases, Inc., a subsidiary of the Company, since August 1, 1996. Mr.
Straka served as President of Southern California Airgas, Inc., a
subsidiary of the Company, from June 1993 to July 31, 1996.
(8) Mr. Winn has served as Director of CO2 Development since
September 1, 1996. Mr. Winn served as President of Southeast Airgas,
Inc., a subsidiary of the Company, from February 1993 to August 31,
1996.
(9) Mr. Wolfe has served as Division Vice President-Operations
since January 1, 1996. Mr. Wolfe served as President of Connecticut
Airgas, Inc., a subsidiary of the Company, from May 1993 to
December 31, 1995.
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