PRAXAIR INC
8-K, 1997-01-23
INDUSTRIAL INORGANIC CHEMICALS
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              SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON,  D.C. 20549

                                                                
                             FORM 8-K

                    CURRENT REPORT PURSUANT
                  To Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

Date of report (Date of earliest event reported) January 21, 1997

                                                                
                         PRAXAIR, INC.
   (Exact Name of Registrant as Specified in its Charter)


                            DELAWARE


     1-11037           		           06-124-9050       
(Commission File No.)      (IRS Employer Identification No.)


39 Old Ridgebury Road, Danbury, CT            06810-5113
Address of Principal Executive Office)        (Zip Code)

                                                                
                         203-837-2000                   
  (Registrant's Telephone Number, Including Area Code

                             N/A                         
(Former Name or Former Address, if Changed Since Last Report)

               EXHIBIT INDEX IS LOCATED ON PAGE 4




end of page



Item 5.   Other Events

   A Praxair, Inc. press release dated January 21, 1997 regarding
the Corporation's share repurchase program and dividend and
accompanying this Current Report as Exhibit 20.4 is hereby
incorporated by reference thereto.


Item 7.

     (c)	Exhibits

     	Exhibits filed as part of this Form 8-K are
     	listed in the Exhibit Index located on page 4
     	of this Current Report.










































end of page

                         SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                                                                
                             Praxair, Inc.
                             Registrant  


Date:  January 23, 1997      By: /s/ David H. Chaifetz
                                     David H. Chaifetz
                                     Vice President,
                                     General Counsel and
                                     Secretary








































end of page

                               EXHIBIT INDEX



Exhibit                                                Sequential
No.              Description                            Page No. 

20.4             Press Release, dated
                 January 21, 1997, re: share
                 repurchase program and dividend            5 



















































end of page                                                                

                                               EXHIBIT 20.4


PRAXAIR INCREASES DIVIDEND


DANBURY, CT, January 21, 1997 -- The Board of Directors of
Praxair, Inc. (NYSE:PX) today increased Praxair's quarterly
dividend from 9 1/2 cents per share to 11 cents per share.  The
dividend is payable on March 17, 1997 to shareholders of record
on March 7, 1997.

    This is the fourth consecutive year that the Board has
increased the dividend, and it is the company's 18th consecutive
quarterly dividend since it became an independent company on
June 30, 1992.

    The board also authorized management to repurchase shares
from time to time, based on market conditions, to offset the
additional shares issued under various employee benefit
programs, such as stock options, the savings plan and dividend
reinvestments.

    Praxair is the largest industrial gases company in North and
South America, and one of the largest worldwide, with annual
sales of about $4.5 billion.  The company produces, sells and
distributes atmospheric, process and specialty gases, and
high-performance surface coatings.  Praxair is a recognized
leader in the commercialization of new technologies that bring
productivity and environmental benefits to a diverse group of
industries.

   The forward-looking statements in this press release
regarding implementation of the company's share repurchase
program involve risks and uncertainties and are subject to
change based on various factors, including the continued
authorization of the repurchase program by the company's Board
of Directors, prevailing conditions in the markets for the
company's common stock, timing and other issues affecting other
uses of the company's available cash and general economic
conditions. 



end of submission




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