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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2 )*
PRAXAIR INC
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
74005P10-4
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(CUSIP Number)
Check the following if a fee is being paid with this statement 1_. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any susequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SEC 1745 (10-88)
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|______________________
|CUSIP No. 74005P10-4 | SCHEDULE 13G
|----------------------------------------------------------------------------
|1. Name of Reporting Person
| S.S. or I.R.S. Identification No. of Above Person
| ARK ASSET MANGEMENT CO., INC.
|
|----------------------------------------------------------------------------
|2. Check the Appropriate Box if a Member of a Group * (a)
| (b)
|----------------------------------------------------------------------------
|3. SEC Use Only
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|4. Citizenship or Place of Organization
|
| New York
|
|-----------------------------------------------------------------------------
| |
| | 5. Sole Voting Power
| | 3,508,650 SHARES
|Number Of Shares|____________________________________________________________
| |
| | 6. Shared Voting Power
|Beneficially | NONE
| |____________________________________________________________
| Owned By |
| | 7. Sole Dispositive Power
| | 4,300,550 SHARES
| Each |____________________________________________________________
| |
| Reporting | 8. Shared Dispositive Power
| Person |
| | NONE
| With |
|-----------------------------------------------------------------------------
|9. Aggregate Amount Beneficially Owned by Each Reporting Person
|
| 4,300,550 SHARES
|-----------------------------------------------------------------------------
|10. Check if the Aggregate Amount in Row (9)
| Excludes Certain Shares*
|
|
|-----------------------------------------------------------------------------
|
|11. Percent of Class Represented by Amount in Row 9
| 2.7 %
|-----------------------------------------------------------------------------
|
|12. Type of Reporting Person*
|
| I.A.
| ----------------------------------------------------------------------------
*See Instruction Before Filling Out
Page 2 of 5 Pages
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The filing of this statement shall not be construed as an admission that Ark
Asset Management Co., Inc. is the beneficial owner of the securities covered
by such statement.
ITEM 1 (a). Name of Issuer
PRAXAIR INC.
ITEM 1 (b). Address of Issuer
39 OLD RIDGEBURY ROAD
DANBURY, CT. 06810-5113
ITEM 2 (a). Name of Person Filing
ARK ASSET MANAGEMENT CO., INC.
ITEM 2 (b). Address of Principal Business Office
125 BROAD STREET
NEW YORK, N.Y. 10004
ITEM 2 (c). Place of Organization.
NEW YORK
ITEM 2 (d). Title of Class of Securities
Common Stock
ITEM 2 (e). Cusip Number
74005P10-4
ITEM 3. (a) Ark Asset Management Co., Inc. is an investment
advisor registered under Section 203 of the
Investment Advisers Act of 1940.
ITEM 4. Ownership
(a) Amount Beneficially owned 4,300,550 shares
(b) Percent of Class: 2.7 %
Page 3 of 5 Pages
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(c) Number of shares as to which such person has:
(1) Sole power to vote: 3,508,650 shares
(2) Shared power to vote: NONE
(3) Sole power to dispose of or to direct
the disposition of: 4,300,550 shares
(4) Shared power to dispose or to direct the
disposition of: NONE
ITEM 5. Ownership of Five Percent or Less of a Class
The reporting person has ceased to be the beneficial owner
of more than 5% of this class of security.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
ITEM 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not Applicable
ITEM 8. Identification and Classification of Members of the Group
Not Applicable
ITEM 9. Notice of Dissolution of Group
Not Applicable
Page 4 of 5
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ITEM 10. CERTIFICATION
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having
such purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief
that the information set forth in this statement is true, complete
and correct.
Date: January 20, 2000
Name: Lauri London
Title: General Counsel
Page 5 of 5
