CHART INDUSTRIES INC, S-3, 1997-09-10

CHART INDUSTRIES INC
S-3, 1997-09-10
FABRICATED PLATE WORK (BOILER SHOPS)

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1997

REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------

CHART INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 34-1712937
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>

34799 Curtis Boulevard
Eastlake, Ohio 44095
(440) 946-2525
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------

ARTHUR S. HOLMES
Chairman and Chief Executive Officer
Chart Industries, Inc.
34799 Curtis Boulevard
Eastlake, Ohio 44095
(440) 946-2525
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------

WITH COPIES TO:

<TABLE>
<S> <C>
THOMAS F. McKEE, Esq. GLENN E. MORRICAL, Esq.
Calfee, Halter & Griswold LLP Arter & Hadden
1400 McDonald Investment Center 1100 Huntington Building
800 Superior Avenue 925 Euclid Avenue
Cleveland, Ohio 44114 Cleveland, Ohio 44115
(216) 622-8200 (216) 696-1100
</TABLE>

------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:

As soon as practicable after this Registration Statement becomes effective.
------------------

If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 3,220,000(2) $20.28 $65,301,600 $19,789
======================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low prices
reported in the consolidated reporting system on September 5, 1997.

(2) Includes 420,000 shares that may be sold to cover over-allotments.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED SEPTEMBER 10, 1997

2,800,000 SHARES
[CHART INDUSTRIES, INC. LOGO]

CHART INDUSTRIES, INC.

COMMON STOCK
($.01 PAR VALUE)

Of the 2,800,000 shares of Common Stock offered hereby (the "Offering"),
1,300,000 shares are being offered by Chart Industries, Inc., a Delaware
corporation (the "Company"), and 1,500,000 shares are being offered by certain
stockholders of the Company (the "Selling Stockholders"). See "Principal and
Selling Stockholders." The Company will not receive any of the proceeds from the
sale of the shares by the Selling Stockholders.

The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "CTI." On September 9, 1997, the last reported sale price of the
Common Stock on the New York Stock Exchange Composite Tape was $21.125 per
share.

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 7.

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. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
=======================================================================================================
UNDERWRITING PROCEEDS
PRICE TO DISCOUNTS AND PROCEEDS TO TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDERS
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share.............................. $ $ $ $
-------------------------------------------------------------------------------------------------------
Total(3)............................... $ $ $ $
=======================================================================================================
</TABLE>

(1) The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933. See "Underwriting."

(2) Does not include expenses payable by the Company estimated at $500,000 and
by the Selling Stockholders estimated at $12,500.

(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 420,000 additional shares of Common Stock solely to cover
over-allotments. If this option is exercised in full, the total Price to
Public, Underwriting Discounts and Commissions, and Proceeds to Company will
be $ , $ , and $ , respectively. See "Underwriting."

The shares of Common Stock offered hereby are being offered by the
Underwriters, subject to prior sale and acceptance by the Underwriters and
subject to their right to reject any order in whole or in part. It is expected
that the Common Stock will be available for delivery on or about ,
1997 at the offices of Schroder & Co. Inc., New York, New York.

SCHRODER & CO. INC. MCDONALD & COMPANY
SECURITIES, INC.

, 1997
<PAGE> 3

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS AND THE IMPOSITION
OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the consolidated financial statements and notes thereto
appearing elsewhere, or incorporated by reference, in this Prospectus. Unless
otherwise indicated, or the context otherwise requires, all information in this
Prospectus (i) is based on the assumption that the Underwriters' over-allotment
option is not exercised and (ii) gives effect to the three-for-two split of the
Common Stock in June 1997 (the "Stock Split").

THE COMPANY

GENERAL

The Company is a leader in the design, engineering and manufacture of
cryogenic (low-temperature) systems and equipment. The majority of the Company's
products, including its brazed aluminum heat exchangers (hereinafter referred to
as heat exchangers), cold boxes, cryogenic tanks and cryogenic components are
used in the processing, liquefaction, storage and transportation of industrial
gases and hydrocarbons. The Company also supplies products for other special
applications, including high vacuum systems and specialty stainless steel
tubing.

The Company's products are sold primarily to the industrial gas and
hydrocarbon processing markets. Customers in these markets use the Company's
heat exchangers and cold boxes to produce industrial gases, such as liquefied
nitrogen, oxygen and argon, and to purify, separate and liquefy hydrocarbons
such as natural gas and ethylene. The Company's cryogenic tanks are used by
these same customers to store and transport gases in liquefied form. Cryogenic
components, including cryogenic pumps and vacuum jacketed piping systems, allow
liquefied gas to be carried from tank to plant for use in industrial
applications. Cryogenic components also are purchased by liquefied gas producers
for use in cold box assemblies.

The Company's sales for the year ended December 31, 1996 reached $148.4
million, an increase of 31.9% over sales of $112.5 million in 1995. The
Company's operating income in 1996 improved to $23.3 million from $12.7 million
in 1995, an increase of 83.6%. In July 1997, the Company acquired Cryenco
Sciences, Inc. ("Cryenco"); including Cryenco's results on a pro forma basis,
the Company's sales and operating income for 1996 were $179.0 million and $25.1
million, respectively. See "-- Recent Acquisition." Management believes that
global expansion of the industrial gas and hydrocarbon processing markets
presents attractive opportunities for growth. Management anticipates demand for
the Company's products in the industrial gas markets to increase over the next
several years, driven principally by global industrialization, heightened
environmental standards and demands for increased purity of gas products and
increased efficiency in gas production. In the hydrocarbon processing market,
management expects continued strong domestic and international growth, stemming
in part from increased global demand for liquefied natural gas ("LNG") and
ethylene. As a result of these favorable trends, management anticipates that the
Company's combined equipment sales to the industrial gas and hydrocarbon
processing markets will increase from approximately 70% of sales in 1996 to as
much as 85% in 1998.

BUSINESS STRATEGY

The Company intends to strengthen its position as a leading provider of
cryogenic products by pursuing the following key strategies:

Focus on High-Margin, Niche Products. The Company has developed a
particular expertise in the design, engineering and manufacture of cryogenic
systems and equipment. The Company will continue to focus on markets requiring
such specialized engineering and technical capability, rather than on
broader-based markets in which competition is largely based on price. The
Company believes that, by focusing on the market niche for cryogenic
applications, it has fewer competitors

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<PAGE> 5

and higher margins for its products than producers in markets that use
standardized or high-volume products. The Company's gross margin in the first
six months of 1997 was 30.5%.

Leveraging Customer Relationships. The Company has built and sustained
long-term relationships with many of its major customers. Most of the Company's
largest customers have been customers for the last 10 years or more, and a
substantial quantity of the Company's annual sales are made to these same major
customers. As the Company's customers grow domestically and internationally,
they take the Company's products into new growth markets.

Expanding International Direct Sales. Although the Company is a leading
North American producer of cryogenic systems and equipment, the Company's direct
sales outside of North America are relatively modest. In 1996, the Company's
international sales constituted approximately 25% of its total sales, but were
mostly sales to North American customers that incorporated the Company's
products into their own export products. The Company believes that demand for
its products is growing internationally at a faster rate than in North America.
The Company intends to expand its independent sales representative network
outside North America in order to strengthen its market share in selected
markets in South America, the Pacific Rim and the Middle East.

Continued Emphasis on Operating Efficiencies. The Company has devoted
considerable efforts to maximizing its production efficiency. Management
believes that such efforts have resulted in higher marginal returns due to
substantial improvements in throughput, utilization of existing capacity and
organizational efficiency. The Company intends to continue efforts to find new
ways to improve operating efficiency.

Pursuing Strategic Acquisitions. A key component of the Company's growth
strategy is the acquisition of complementary businesses that can effectively
increase the Company's market share and operating efficiencies, while
simultaneously expanding the Company's customer base and presence in geographic
regions which it does not currently serve, including in selected markets abroad.
The Company continually reviews acquisition opportunities, and management
believes that complementary domestic and international acquisition opportunities
exist. Management further believes that the high level of ability and experience
of its senior managers in identifying and completing acquisitions and in
managing the operations of acquired companies, as well as the Company's low debt
levels following the Offering and low working capital requirements, position the
Company favorably to execute this strategy.

RECENT ACQUISITION

* * *

The Company was organized in June 1992 as a Delaware corporation. Unless
the context otherwise requires, references herein to the "Company" include the
Company and its direct and indirect subsidiaries. The Company's executive
offices are located at 34799 Curtis Boulevard, Eastlake, Ohio 44095, and its
telephone number is (440) 946-2525.

4
<PAGE> 6

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company..................... 1,300,000 shares(1)
Common Stock offered by the Selling Stockholders........ 1,500,000 shares
Common Stock to be outstanding after the Offering....... 15,740,512 shares(1)(2)
Use of proceeds......................................... For repayment of debt and
general corporate purposes
NYSE symbol............................................. CTI
</TABLE>

- ---------------

(1) Does not include up to 420,000 shares of Common Stock to be sold if the
Underwriters' over-allotment option granted by the Company is exercised in
full. See "Underwriting."

(2) Does not include 602,560 shares issuable upon the exercise of stock options
and 111,151 shares issuable upon the exercise of warrants outstanding as of
August 31, 1997.

5
<PAGE> 7

SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except per share amounts and percentages)

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, YEARS ENDED DECEMBER 31,
------------------------------------ --------------------------------------------------
1997 1996 1996 1995 1994
------------------------ ------- ------------------------- -------- -------
PRO FORMA(1) ACTUAL PRO FORMA(1) ACTUAL
------------ ------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales.................... $ 98,069 $84,198 $65,339 $179,048 $148,400 $112,479 $84,258
Gross profit............. 28,059 25,642 19,801 51,654 45,002 30,775 15,808
Operating income (loss).. 14,605 13,930 10,511 25,131 23,257 12,667 (1,363)(2)
Income (loss) before
income taxes........... 13,277 13,912 10,093 21,808 22,634 10,809 (2,359)
Net income (loss)........ 8,715 9,182 6,757 14,392 15,029 7,063 (1,463)
Net income (loss) per
share(3)............... $ .59 $ .62 $ .45 $ .95 $ .99 $ .47 $ (.10)
Weighted average shares
outstanding(3)......... 14,846 14,846 15,167 15,186 15,186 15,099 15,053
Dividends per share(3)... $ .12 $ .12 $ .09 $ .20 $ .20 $ .19 $ .19
AS ADJUSTED FOR THE
OFFERING(4):
Net income............... $ 9,429 $ 15,820
Net income per share(3).. .58 .96
Weighted average shares
outstanding(3)......... 16,146 16,486
OTHER FINANCIAL DATA:
Depreciation and
amortization........... $ 2,109 $ 1,364 $ 1,422 $ 4,060 $ 2,708 $ 2,742 $ 2,698
Capital expenditures..... 4,445 4,239 1,609(5) 6,801(5) 4,868(5) 2,111 1,333
Backlog at end of
period................. 141,861 126,644 124,421 145,912 128,278 110,987 53,823
Gross margin............. 28.6% 30.5% 30.3% 28.8% 30.3% 27.4% 18.8%
Operating margin......... 14.9% 16.5% 16.1% 14.0% 15.7% 11.3% (1.6)%(2)
</TABLE>

<TABLE>
<CAPTION>
AS OF JUNE 30, 1997
------------------------------------------
PRO FORMA
AS ADJUSTED(6) PRO FORMA(1) ACTUAL
-------------- ------------ --------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital................................................ $ 24,483 $ 21,689 $ 12,117
Total assets................................................... 106,608 106,608 75,281
Total debt..................................................... 9,179 34,631 7,134
Shareholders' equity........................................... 56,364 30,912 30,476
Total debt to total capitalization(7).......................... 14.0% 52.8% 19.0%
</TABLE>

- ---------------
(1) Pro forma income statement data reflect historical results adjusted to
present the financial results as if the acquisition of Cryenco was completed
on January 1, 1996, and pro forma balance sheet data reflect historical
amounts adjusted to present the financial results as if the acquisition of
Cryenco was completed on June 30, 1997. See "Pro Forma Financial Data."
(2) Includes a restructuring charge of $2.15 million.
(3) The share and per share data have been adjusted to reflect the three-for-two
split of the Common Stock effected as a 50% share dividend in June 1997.
(4) Pro forma as adjusted income statement data for the six months ended June
30, 1997 and for the year ended December 31, 1996 assume the receipt and
application by the Company as of January 1, 1996 of net proceeds from the
sale of 1,300,000 shares offered hereby to reduce outstanding indebtedness.
See "Use of Proceeds" and "Pro Forma Financial Data."
(5) Capital expenditures in these periods do not include $3.6 million for the
acquisition of the land and building at the Company's Westborough,
Massachusetts facility.
(6) Pro forma as adjusted balance sheet data assume the receipt and application
by the Company as of June 30, 1997 of net proceeds from the sale of
1,300,000 shares offered hereby to reduce outstanding indebtedness. See "Use
of Proceeds" and "Pro Forma Financial Data."
(7) Total capitalization reflects the total of long-term debt and shareholders'
equity.

6
<PAGE> 8

RISK FACTORS

This Prospectus and certain of the documents incorporated herein by
reference contain forward-looking statements that involve risks and
uncertainties. Statements in this Prospectus regarding future financial
performance and other statements containing the words "expect," "believe,"
"anticipate," "project," "estimate," "predict," "intend" and similar expressions
are forward-looking statements. The Company's actual results could differ
materially from those anticipated in such forward-looking statements as a result
of a variety of factors, including those set forth in the following risk factors
and elsewhere in this Prospectus. Prospective investors should consider
carefully the following factors, in addition to other information contained in
this Prospectus, prior to making an investment in the Common Stock.

CYCLICALITY OF DEMAND FOR COMPANY PRODUCTS

Demand for the Company's products depends in part upon the level of capital
and maintenance expenditures by its industrial customers, in particular those by
industrial gas and hydrocarbon processing concerns. These industries
historically have been cyclical in nature and vulnerable to general downturns in
the economy. Decreases in industry spending could have a material adverse effect
upon the demand for the Company's products and the Company's business, financial
condition and results of operations.

CUSTOMER CONCENTRATION; GOVERNMENT CONTRACTS

A small number of customers has accounted for a substantial portion of the
Company's historical net sales, and the Company expects that a limited number of
customers will continue to represent a substantial portion of the Company's net
sales for the foreseeable future. Approximately, 30%, 17% and 18% of the
Company's sales for the years ended December 31, 1996, 1995 and 1994,
respectively, were made to Air Liquide, Air Products, BOC and Praxair, which
management believes are the four largest producers in the industrial gas market.
The Company also sells products to the United States government as a contractor
and a subcontractor. Most of the Company's government-related sales are to prime
contractors for NASA, the United States Department of Energy and the United
States Department of Defense. In the years ended December 31, 1996, 1995 and
1994, government contracts and subcontracts accounted for approximately 11%, 5%
and 3%, respectively, of the Company's sales. The loss of any of the Company's
major customers or a decrease in orders by such customers could have a material
adverse effect on its business, financial condition and results of operations.

AVAILABILITY OF SUITABLE ACQUISITIONS; INTEGRATION OF OPERATIONS

A key component of the Company's growth strategy is the acquisition of
businesses that complement its existing products and services. The Company's
acquisition strategy involves the potential risks inherent in assessing the
value, strengths, weaknesses, contingent or other liabilities and potential
profitability of acquisition candidates and in integrating the operations of
acquired companies. In addition, any acquisition of a foreign business may
increase the Company's exposure to certain risks inherent in doing business
outside the United States, including currency exchange rate fluctuations,
restrictions on the repatriation of profits, compliance with foreign laws and
standards and political risks. There can be no assurance that acquisition
opportunities will continue to be available, that the Company will have access
to the capital required to finance potential acquisitions, that the Company will
continue to acquire businesses or that any business acquired will be integrated
successfully or prove profitable.

COMPETITION

Although many of the Company's products serve niche markets, a number of
the Company's direct and indirect competitors in these markets are major
corporations, some with substantially greater technical, financial and marketing
resources than those of the Company, and there can be

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<PAGE> 9

no assurance that other competitors will not enter these markets. In the event
of an industry downturn, customers who typically outsource their need for
cryogenic systems to the Company may use their excess capacity to fabricate such
systems themselves. The Company also competes in the sale of a limited number of
products with certain of its major customers. Because such competition is
limited in its scope, management believes that such competition currently does
not have an adverse effect on its relationships with these customers.

FIXED-PRICE CONTRACT EXPOSURE

A substantial portion of the Company's revenues is derived from fixed-price
contracts for large system projects. To the extent that original cost estimates
prove to be inaccurate, profitability from a particular contract may be
adversely affected, which, in turn, could have a material adverse effect on the
Company's business, financial condition and results of operations.

COLLECTIVE BARGAINING AGREEMENTS

Of the Company's approximately 1,250 employees, 267 employees of its ALTEC
International Limited Partnership ("ALTEC") subsidiary are covered by a
collective bargaining agreement expiring February 7, 1998, and 93 employees of
its Process Engineering ("PEI") subsidiary are covered by a collective
bargaining agreement expiring August 27, 1999. Although the Company believes its
relations with its union employees are good, there can be no assurance that
ALTEC and PEI will be successful in negotiating new agreements with the unions
representing their employees on terms favorable to the Company or can do so
without experiencing work stoppages by some of their employees. Because of
ALTEC's importance to the profitability of the Company, a work stoppage at ALTEC
could have a material adverse effect on the Company's business, financial
condition and results of operations.

EXPOSURE TO LIABILITY

Due to the high pressures and low temperatures at which many of the
Company's products are used, the Company could be at risk if an accident is
caused by a defective product manufactured by the Company. Management believes
that the Company meets existing professional specification standards recognized
or required in the industries in which it operates, and has had no material
product liability claims brought against it. Although the Company currently
maintains product liability coverage which it believes is adequate for the
continued operation of its business, such insurance may prove inadequate or
become difficult to obtain or unobtainable in the future on terms acceptable to
the Company.

VARIABILITY OF OPERATING RESULTS

The Company's operating results historically have fluctuated from quarter
to quarter as a result of a number of factors, including the value, timing and
shipment of individual orders and the mix of products sold. Moreover, although
the Company generally recognizes product revenues upon shipment of its products,
certain large system contracts are recognized using the percentage of completion
method of accounting. Accordingly, revenue in any quarter is dependent in part
on progress towards completion of large system contracts by the Company.

DEPENDENCE ON KEY PERSONNEL

The success of the Company's business will continue to depend substantially
upon the efforts, abilities and services of its executive officers and certain
other key employees. The loss of one or more key employees, particularly Arthur
S. Holmes, Chairman and Chief Executive Officer, and James R. Sadowski,
President and Chief Operating Officer, could adversely affect the Company's
operations. The Company's ability to attract and retain qualified engineers and
other professionals,

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<PAGE> 10

either through direct hiring or acquisition of other businesses employing such
professionals, will also be an important factor in determining the Company's
future success.

ENVIRONMENTAL MATTERS

The Company's operations are subject to federal, state, local and foreign
laws and regulations relating to the protection of the environment. Sanctions
for noncompliance may include revocation of permits, corrective action orders,
administrative or civil penalties and criminal prosecution. The Company's
business involves environmental management and issues typically associated with
historical manufacturing operations, and the Company is developing work plans
for remediation of environmental conditions involving certain of its facilities.
To date, the Company's cost of complying with environmental laws and regulations
has not been material, but the fact that such laws or regulations are changed
frequently makes predicting the cost or impact of such laws and regulations on
its future operations uncertain. See "Business -- Environmental Matters."

INTELLECTUAL PROPERTY MATTERS

The Company relies on a combination of internal procedures, nondisclosure
agreements, patents, trademarks, and copyright law to protect its intellectual
property. There can be no assurance that the Company's intellectual property
rights can be successfully asserted in the future or will not be invalidated,
circumvented or challenged. In addition, the laws of certain foreign countries
in which the Company's products may be sold do not protect the Company's
intellectual property rights to the same extent as the laws of the United
States. The failure or inability of the Company to protect its proprietary
information could have a material adverse effect on the Company's business,
financial condition and results of operations.

RECENT DEVELOPMENTS

On July 31, 1997, the Company acquired all of the outstanding shares of
Cryenco, a Denver, Colorado based manufacturer of cryogenic tanks and related
products for the transportation, storage and dispensing of LNG and liquefied
argon, oxygen and nitrogen. Consideration for the acquisition included the
payment of $19.7 million to purchase the outstanding common stock and certain
warrants of Cryenco, the payment of $685,000 to redeem its outstanding preferred
stock, and the assumption of approximately $6.2 million in indebtedness for
borrowed money. The Company also assumed Cryenco's obligations under other
warrants, which were converted into warrants to purchase Common Stock of the
Company, and are recorded in the Company's accounts at an estimated fair value
of $436,000. The Company financed the cash portion of its acquisition of Cryenco
with borrowings under a $45 million credit facility between the Company and
National City Bank and NBD Bank entered into in July 1997 (the "New Credit
Facility"). See "Pro Forma Financial Data." Management believes that the
addition of Cryenco's line of products, including cryogenic transport trailers,
cryogenic intermodal containers, MRI cryostats and other cryogenic components,
complements the Company's existing line of cryogenic tanks and cryogenic
components and offers significant growth opportunities through cross-selling to
existing customers and new product development.

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<PAGE> 11

USE OF PROCEEDS

The net proceeds from the sale of the 1,300,000 shares of Common Stock
offered by the Company hereby (at an assumed public offering price of $21.125
per share and after deducting the underwriting discount and estimated offering
expenses payable by the Company) are estimated to be approximately $25.5 million
($33.8 million if the Underwriters' over-allotment option is exercised in full).
The Company intends to use net proceeds from the sale of the shares offered by
it hereby to repay amounts outstanding under the New Credit Facility. At August
31, 1997, the Company had an aggregate of $24.0 million in borrowings
outstanding under the New Credit Facility which currently bears interest at a
rate approximately equal to the prime rate (currently 8.5%) and has a maturity
date of May 31, 2000. The indebtedness incurred under the New Credit Facility
was used to finance working capital needs, capital expenditures and the
acquisition of Cryenco. The Company intends to use the balance, if any, of the
net proceeds for general corporate purposes, including working capital and
capital expenditures. A portion of such balance may also be used, together with
borrowings under the New Credit Facility or other sources of financing, to
acquire or invest in complementary businesses. The Company has no current plans,
agreements or commitments with respect to any such acquisition or investment,
and the Company is not currently engaged in any negotiations with respect to any
such transaction. Pending such uses, the net proceeds will be invested in
investment grade, short-term, interest-bearing securities.

The Company will not receive any of the proceeds from the sale of the
shares by the Selling Stockholders.

10
<PAGE> 12

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock is traded on the New York Stock Exchange under
the symbol "CTI." The following table sets forth, for the quarterly periods
indicated, the high and low sale prices of the Company's Common Stock, as
reported on the New York Stock Exchange Composite Tape, and the cash dividends
paid on the Common Stock. The information in the table below has been adjusted
to reflect the Stock Split.

<TABLE>
<CAPTION>
DIVIDENDS PAID
HIGH LOW PER SHARE
------- ------- --------------
<S> <C> <C> <C>
1995
First Quarter................................ $ 3.417 $ 2.500 $ .047
Second Quarter............................... 3.917 2.750 .047
Third Quarter................................ 5.917 3.333 .047
Fourth Quarter............................... 5.833 4.333 .047
1996
First Quarter................................ 7.000 4.500 .047
Second Quarter............................... 11.250 6.583 .047
Third Quarter................................ 12.333 8.333 .047
Fourth Quarter............................... 11.917 10.083 .060
1997
First Quarter................................ 17.083 11.333 .060
Second Quarter............................... 18.417 13.250 .060
Third Quarter (through September 9, 1997).... 21.375 17.375 .060(1)
</TABLE>

- ---------------

(1) To be paid on September 15, 1997.

On September 9, 1997, the last sale price of the Common Stock as reported
on the New York Stock Exchange Composite Tape was $21.125 per share. As of
August 31, 1997, there were 931 holders of record of the Common Stock. The
Company estimates that approximately 3,100 additional stockholders own stock
held for their accounts at brokerage firms and financial institutions.

Cash dividends are payable quarterly, upon authorization by the Board of
Directors. Regular payment dates are March 15, June 15, September 15 and
December 15. The payment of cash dividends by the Company has been and will
continue to be at the discretion of the Board of Directors and will depend upon,
among other factors, the capital requirements, operating results, financial
condition and restrictions imposed by financing arrangements of the Company from
time to time. The New Credit Facility allows the Company to pay cash dividends
not to exceed $4 million annually, subject to compliance with other loan
covenants. The Company is currently seeking an amendment to the New Credit
Facility to allow the Company to pay cash dividends not to exceed $6 million
annually.

11
<PAGE> 13

CAPITALIZATION

The following table sets forth the capitalization of the Company at June
30, 1997, the pro forma capitalization of the Company at such date giving effect
to the acquisition of Cryenco, and the pro forma as adjusted capitalization of
the Company at such date giving effect to the issuance and sale of the 1,300,000
shares offered by the Company hereby (at an assumed public offering price of
$21.125 per share and after deducting the underwriting discount and estimated
offering expenses payable by the Company) and the application of the estimated
net proceeds to the Company therefrom as described under "Use of Proceeds." This
table should be read in conjunction with the pro forma condensed consolidated
financial statements of the Company, the consolidated financial statements of
the Company and related notes included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JUNE 30, 1997
----------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------- --------- -----------
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C>
Current portion of long-term debt..................... $ 2,896 $ 3,190 $ 396
Long-term debt, excluding current portion............. 4,238 31,441 8,783
Shareholders' equity:
Preferred Stock, 1,000,000 shares authorized; none
issued or outstanding
Common Stock, 30,000,000 shares authorized;
15,325,800 shares issued (15,727,843 shares as
adjusted)(1)(2).................................. 153 153 157
Additional paid-in capital.......................... 18,709 18,709 34,086
Warrants............................................ 436 436
Retained earnings................................... 21,685 21,685 21,685
Treasury stock, at cost, 897,957 shares (no shares
as adjusted) (2)................................. (10,071) (10,071)
-------- -------- --------
Total shareholders' equity....................... 30,476 30,912 56,364
-------- -------- --------
Total capitalization(3)........................ $ 37,610 $ 65,543 $ 65,543
======== ======== ========
Total debt to total capitalization.................... 19.0% 52.8% 14.0%
</TABLE>

- ---------------

(1) Does not include 586,160 shares issuable upon exercise of stock options with
a weighted average exercise price of $7.14 per share and 112,801 shares
issuable upon the exercise of warrants with a weighted average exercise
price of $26.76 per share outstanding as of June 30, 1997.

(2) The Company will retire all treasury shares concurrently with the issuance
and sale of the 1,300,000 shares offered by the Company hereby.

(3) Total capitalization reflects the total of long-term debt and shareholders'
equity.

12
<PAGE> 14

PRO FORMA FINANCIAL DATA

The following unaudited pro forma condensed consolidated financial
statements are based on the historical consolidated financial statements of the
Company, adjusted to give effect to the acquisition of Cryenco and the
application of net proceeds of the Offering to repay indebtedness (the
"Transactions"). The unaudited pro forma condensed consolidated balance sheet
gives effect to the Transactions as if such had occurred on June 30, 1997. The
unaudited pro forma condensed consolidated statements of operations give effect
to the Transactions as if such had occurred on January 1, 1996. The unaudited
pro forma condensed consolidated financial statements are presented for
illustrative purposes only and are not necessarily indicative of the financial
position or results of operations that would have actually been reported had the
Transactions occurred on January 1, 1996, nor are they necessarily indicative of
future financial position or results of operations. The pro forma adjustments
reflected herein are based on preliminary estimates and assumptions and are
subject to revision as more information becomes available. In management's
opinion, the final adjustments are not expected to be materially different from
the preliminary adjustments. The unaudited pro forma condensed consolidated
financial statements should be read in conjunction with the Company's historical
consolidated financial statements and the related notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere herein.

13
<PAGE> 15

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(1)

FOR THE SIX-MONTH PERIODS AS INDICATED

<TABLE>
<CAPTION>
COMPANY CRYENCO
JUNE 30, MAY 31, PRO FORMA OFFERING PRO FORMA
1997 1997 ADJUSTMENTS PRO FORMA ADJUSTMENTS(2) AS ADJUSTED
-------- ------- ----------- --------- -------------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Sales.............................. $ 84,198 $13,871 $ 98,069 $ 98,069
Cost of products sold.............. 58,556 11,454 70,010 70,010
------- ------- ----- ------- ----- -------
Gross profit..................... 25,642 2,417 28,059 28,059
Selling, general and administrative
expenses......................... 11,712 1,631 $ 111(3) 13,454 13,454
------- ------- ----- ------- ----- -------
Operating income................. 13,930 786 (111) 14,605 14,605
Net interest expense............... 18 450 860(4) 1,328 $ (1,082) 246
------- ------- ----- ------- ----- -------
Income before income taxes......... 13,912 336 (971) 13,277 1,082 14,359
Income tax expense................. 4,730 124 (292)(5) 4,562 368 4,930
------- ------- ----- ------- ----- -------
Net income....................... $ 9,182 $ 212 $ (679) $ 8,715 $ 714 $ 9,429
======= ======= ===== ======= ===== =======
Net income per share............... $ .62 $ .59 $ .58
======= ======= =======
Shares used in per share
calculations..................... 14,846 14,846 16,146
</TABLE>

FOR THE TWELVE-MONTH PERIODS AS INDICATED

<TABLE>
<CAPTION>
COMPANY CRYENCO
DECEMBER NOVEMBER
31, 30, PRO FORMA OFFERING PRO FORMA
1996 1996 ADJUSTMENTS PRO FORMA ADJUSTMENTS(2) AS ADJUSTED
-------- ------- ----------- --------- -------------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Sales.............................. $148,400 $30,648 $179,048 $ 179,048
Cost of products sold.............. 103,398 23,996 127,394 127,394
-------- -------- -------- -------- ------- --------
Gross profit..................... 45,002 6,652 51,654 51,654
Selling, general and administrative
expenses......................... 21,745 4,556 $ 222(3) 26,523 26,523
-------- -------- -------- -------- ------- --------
Operating income................. 23,257 2,096 (222) 25,131 25,131
Net interest expense............... 623 980 1,720(4) 3,323 $ (2,163) 1,160
-------- -------- -------- -------- ------- --------
Income before income taxes......... 22,634 1,116 (1,942) 21,808 2,163 23,971
Income tax expense................. 7,605 413 (602)(5) 7,416 735 8,151
-------- -------- -------- -------- ------- --------
Net income....................... $ 15,029 $ 703 $ (1,340) $ 14,392 $ 1,428 $ 15,820
======== ======== ======== ======== ======= ========
Net income per share............... $ .99 $ .95 $ .96
======== ======== ========
Shares used in per share
calculations..................... 15,186 15,186 16,486
</TABLE>

- ---------------

(1) The Pro Forma Condensed Consolidated Statements of Operations for the
six-month period ended June 30, 1997 and the year ended December 31, 1996
give effect to the acquisition of Cryenco as if it occurred on January 1,
1996 by combining the indicated periods of the Company with the six-month
period ended May 31, 1997 and the twelve-month period ended November 30,
1996 for Cryenco to conform the different fiscal year ends.

(2) To record reduction in interest expense and the related tax effect for the
six months ended June 30, 1997 and the year ended December 31, 1996, which
would have been realized had the Offering occurred January 1, 1996.

(3) Represents the incremental amortization due to the application of purchase
accounting resulting from an increase of $8,863,000 in the basis of net
assets acquired amortized over a 40 year period.

(4) Reflects additional interest expense which would have been incurred by the
Company assuming the acquisition of Cryenco had occurred January 1, 1996.
Interest expense has been calculated based on the $20.2 million utilization
on the available line of credit used to fund the cash portion of the
consideration in conjunction with the acquisition of Cryenco.

(5) Reflects the income tax effect assuming the acquisition of Cryenco had
occurred on January 1, 1996. The goodwill amortization created by this
transaction is not tax deductible.

14
<PAGE> 16

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET(1)

<TABLE>
<CAPTION>
COMPANY CRYENCO PRO FORMA OFFERING PRO FORMA
JUNE 30, 1997 MAY 31, 1997 ADJUSTMENTS PRO FORMA ADJUSTMENTS(2) AS ADJUSTED
------------- ------------ ----------- --------- -------------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents...... $ 41 $ 426 $ 467 $ 467
Restricted cash................ 4,597 4,597 4,597
Accounts receivable............ 21,993 4,510 26,503 26,503
Inventories.................... 19,984 5,558 25,542 25,542
Other current assets........... 5,478 2,766 8,244 8,244
--------- -------- --------- -------- -------- ---------
Total Current Assets....... 52,093 13,260 65,353 65,353
Property, plant & equipment,
net............................ 20,864 3,784 24,648 24,648
Goodwill......................... 1,649 5,114 $ 8,863 15,626 15,626
Other assets, net................ 675 306 981 981
--------- -------- --------- -------- -------- ---------
Total Assets............... $ 75,281 $ 22,464 $ 8,863 $106,608 $ 0 $ 106,608
========= ======== ========= ======== ======== =========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities
Accounts payable............... $ 5,755 $ 1,490 $ 7,245 $ 7,245
Customer advances.............. 15,359 15,359 15,359
Billings in excess of contract
revenue...................... 2,325 2,325 2,325
Accrued expenses and other
liabilities.................. 13,641 1,754 $ 150(3) 15,545 15,545
Current portion of long-term
debt......................... 2,896 294 3,190 $ (2,794) 396
--------- -------- --------- -------- -------- ---------
Total Current
Liabilities.............. 39,976 3,538 150 43,664 (2,794) 40,870
Long-term debt................... 4,238 6,964 20,239(3) 31,441 (22,658) 8,783
Deferred income taxes............ 591 591 591
Shareholders' Equity
Preferred stock................ 1 (1)(4)
Common stock................... 153 70 (70)(4) 153 4 157
Additional paid-in capital..... 18,709 14,027 (14,027)(4) 18,709 15,377 34,086
Warrants....................... 169 267(5) 436 436
Retained earnings (deficit).... 21,685 (2,305) 2,305(4) 21,685 21,685
Treasury stock................. (10,071) (10,071) 10,071
--------- -------- --------- -------- -------- ---------
30,476 11,962 (11,526) 30,912 25,452 56,364
--------- -------- --------- -------- -------- ---------
Total Liabilities and
Shareholders' Equity..... $ 75,281 $ 22,464 $ 8,863 $106,608 $ 0 $ 106,608
========= ======== ========= ======== ======== =========
</TABLE>

- ---------------

(1) The Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1997 gives
effect to the acquisition of Cryenco by combining the Company's June 30,
1997 balances with Cryenco's May 31, 1997 balances to conform the different
fiscal year ends.

(2) Application of assumed net proceeds from the Offering of $25.5 million
(after deducting the underwriting discount and estimated offering expenses
payable by the Company, but excluding net proceeds from 420,000 shares that
may be sold to cover over-allotments) and the retirement of the Company's
treasury stock.

(3) To record the total consideration paid for preferred and common stock and
common stock warrants including estimated transaction costs.

(4) To eliminate Cryenco common stock, preferred stock, additional paid in
capital and retained deficit.

(5) Recognition of the Company's common stock warrants at fair value issued upon
conversion of the Cryenco common stock warrants.

15
<PAGE> 17

SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands, except per share amounts)

HISTORICAL FINANCIAL DATA

The selected consolidated financial data set forth below for the five years
ended December 31, 1996 have been derived from the audited consolidated
financial statements of the Company. Also set forth below are selected
consolidated financial data of the Company for the six months ended June 30,
1997 and 1996, which have been derived from the unaudited condensed consolidated
financial statements for those periods. The unaudited condensed consolidated
financial statements include all adjustments which the Company considers
necessary for a fair presentation of the financial position and the results of
operations for these periods. Operating results for the six months ended June
30, 1997 are not necessarily indicative of the results that may be expected for
the entire fiscal year ending December 31, 1997. The selected consolidated
financial data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated
financial statements of the Company and related notes included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
-------------------- --------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
------- ------- -------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales....................... $84,198 $65,339 $148,400 $112,479 $84,258 $83,734 $104,845
Costs of products sold...... 58,556 45,538 103,398 81,704 68,450 65,955 78,175
Gross profit.............. 25,642 19,801 45,002 30,775 15,808 17,779 26,670
Selling, general and
administrative expenses... 11,712 9,290 21,745 18,108 15,020 15,865 14,624
Restructuring charge........ 2,151(1)
Operating income (loss)... 13,930 10,511 23,257 12,667 (1,363) 1,914 12,046
Net interest expense........ 18 418 623 1,858 996 602 1,451
Income tax expense
(benefit)................. 4,730 3,336 7,605 3,746 (896) 512 3,789
Net income (loss)......... 9,182 6,757 15,029 7,063 (1,463) 800 6,806
Net income (loss) per
share..................... $ .62 $ .45 $ .99 $ .47 $ (.10) $ .05 $ .49
Weighted average shares
outstanding............... 14,846 15,167 15,186 15,099 15,053 15,326 13,940
OTHER FINANCIAL DATA:
Depreciation and
amortization.............. $ 1,364 $ 1,422 $ 2,708 $ 2,742 $ 2,698 $ 2,073 $ 1,910
Capital expenditures........ 4,239 1,609(2) 4,868(2) 2,111 1,333 1,356 1,751
Dividends per share......... $ .12 $ .09 $ .20 $ .19 $ .19 $ .19 N/A(3)
</TABLE>

<TABLE>
<CAPTION>
AS OF JUNE 30, AS OF DECEMBER 31,
-------------------- --------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
------- ------- -------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............. $12,117 $ 6,847 $ 12,647 $ 17,750 $15,483 $19,847 $ 15,815
Total assets................ 75,281 65,956 81,196 66,506 54,881 48,003 48,954
Total debt.................. 7,134 2,020 4,830 14,573 18,080 14,810 8,068
Shareholders' equity........ 30,476 23,714 28,096 18,433 14,364 18,418 21,747
</TABLE>

- ---------------

(1) The restructuring charge was recorded to reflect the costs of restructuring
the Company's cryogenic tank operations.

(2) Capital expenditures in these periods do not include $3.6 million for the
acquisition of the land and building at the Company's Westborough,
Massachusetts facility.

(3) The Company did not pay any dividends during 1992 subsequent to the
Company's initial public offering in December of that year.

16
<PAGE> 18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Overview

The Company recorded its second consecutive year of record sales, earnings
and order backlog in 1996, driven by continued strong demand for its products in
both the industrial gas and hydrocarbon processing markets, together with the
benefits of the Laser Interferometer Gravitational-Wave Observatory ("LIGO")
contract reported within its special products business. These record levels of
operating results have continued in the first half of 1997.

The Company normally recognizes revenues from sales of its products at
completion, which is generally at the time of shipment. As revenues generated
from a small number of products can constitute a significant portion of the
Company's overall revenues, the timing of completion of such products and the
resulting recognition of revenue therefrom could cause the Company's results of
operations to vary from quarter to quarter.

For multi-year contracts, the Company recognizes revenue under the
percentage of completion method of accounting, whereby revenue and profit are
recognized throughout the performance period of the contract. As a result, the
Company must estimate the revenues to be generated from such contracts and the
cost associated with completing those contracts, and apply such estimates
throughout the length of the contracts. The Company evaluates the progress of
all such contracts each month. Consequently, the Company's estimates may require
adjustment from time to time. The cumulative impact of revisions in total cost
estimates during the progress of work is reflected in the period in which these
changes become known. Those adjustments may cause the Company's results of
operations to fluctuate from quarter to quarter.

Historically, the Company has attempted to respond to changing market
conditions by using performance-related compensation and by adjusting fixed
costs and capital expenditures. Due to a significant reduction in new equipment
purchases in both the industrial gas and hydrocarbon processing markets during
1992 and early 1993, the Company experienced a reduced level of sales in 1993
and 1994. Actions taken by the Company to reduce its fixed costs during this
period were generally slower to take effect than the reduction in sales, causing
a decline in operating margin. In addition, during this period the Company
restructured its cryogenic tank manufacturing business to reduce its cost
structure, resulting in a restructuring charge being recorded in 1994. The
Company also shifted its emphasis to higher margin products and changed its
compensation program in order to improve the profitability of its other
businesses.

The following table sets forth, for the periods indicated, the percentage
relationship to sales of the Company each line item represents.

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
---------------- ---------------------------
1997 1996 1996 1995 1994
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Sales......................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of products sold......................... 69.5 69.7 69.7 72.6 81.2
Gross profit.................................. 30.5 30.3 30.3 27.4 18.8
Selling, general and administrative expense... 14.0 14.2 14.7 16.1 17.8
Restructuring charge.......................... 2.6
Operating income (loss)....................... 16.5 16.1 15.6 11.3 (1.6)
Interest expense, net......................... .7 .4 1.7 1.2
Income taxes (benefit)........................ 5.6 5.1 5.1 3.3 (1.1)
Net income (loss)............................. 10.9 10.3 10.1 6.3 (1.7)
</TABLE>

17
<PAGE> 19

The following table sets forth, for the periods indicated, the Company's
sales, gross profit and gross profit margin categorized by the three principal
markets for its products.

MARKET SECTOR ANALYSIS

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
-------------------- -----------------------------------
1997 1996 1996 1995 1994
------- ------- -------- -------- -------
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C>
SALES
Industrial Gas Equipment......... $38,132 $29,924 $ 73,945 $ 50,061 $34,765
Hydrocarbon Processing
Equipment...................... 18,343 15,962 30,397 23,914 19,851
Special Products................. 27,723 19,453 44,058 38,504 29,642
------- ------- -------- -------- -------
Total.................. $84,198 $65,339 $148,400 $112,479 $84,258
======= ======= ======== ======== =======
GROSS PROFIT
Industrial Gas Equipment......... $11,038 $ 9,074 $ 22,531 $ 12,301 $ 5,259
Hydrocarbon Processing
Equipment...................... 6,886 4,700 9,976 7,882 4,524
Special Products................. 7,718 6,027 12,495 10,592 6,976
------- ------- -------- -------- -------
Total.................. $25,642 $19,801 $ 45,002 $ 30,775 $16,759(1)
======= ======= ======== ======== =======
GROSS PROFIT MARGIN
Industrial Gas Equipment......... 28.9% 30.3% 30.5% 24.6% 15.1%
Hydrocarbon Processing
Equipment...................... 37.5% 29.4% 32.8% 33.0% 22.8%
Special Products................. 27.8% 31.0% 28.4% 27.5% 23.5%
</TABLE>

- ---------------

(1) Gross profit by market does not reflect $950,000 of reserves recorded in the
third quarter of 1994 related to various product warranty claims and
estimated contract losses.

Six Months Ended June 30, 1997 and June 30, 1996

Sales for the six months ended June 30, 1997 were $84.2 million versus
$65.3 million for the comparable 1996 period, an increase of $18.9 million or
28.9%. The growth in sales was primarily the result of the continued strength in
heat exchanger sales for both the industrial gas and hydrocarbon processing
equipment markets. Also showing strong sales for the period compared to the same
period in the prior year were nitrogen rejection unit cold boxes related to
hydrocarbon processing and high-vacuum equipment related to the LIGO project.
The LIGO project is a three-year, $39 million project which commenced in 1995
and which is accounted for under the percentage of completion method of
accounting.

Gross profit for the six months ended June 30, 1997 was $25.6 million
versus $19.8 million for the comparable 1996 period, an increase of $5.8 million
or 29.5%. Strong market conditions, particularly in the industrial gas equipment
market and increasingly in the hydrocarbon processing equipment market,
continued to support favorable pricing and higher throughput. Gross profit
margin for the six-month period that ended June 30, 1997 was 30.5% and is
consistent with the 30.3% performance for the first six months of 1996. Products
supporting this gross margin performance included heat exchangers, cold box
design and fabrication, and certain high vacuum products including LIGO vessels
and cryopumps.

Selling, general and administrative ("SG&A") expense for the six-month
period ended June 30, 1997 was $11.7 million, approximately $2.4 million higher
than for the same period in 1996. The increase in SG&A expense in 1997 was
largely driven by the variable expenses of profit sharing,

18
<PAGE> 20

management incentive compensation and selling commissions, all of which are
closely tied to increasing profitability and sales levels. SG&A expense for 1997
includes the costs for outside consultants that are working with the Company to
increase throughput in various facilities. Higher SG&A expense was also due in
part to certain non-recurring charges occurring during the six-month period
ended June 30, 1997.

Net interest expense for the six-month period ended June 30, 1997 was
$18,000 versus $418,000 for the same period in 1996. The Company significantly
reduced its average level of borrowing in the first half of 1997 compared to
1996.

Cryenco Acquisition. Including six months of Cryenco operating results on
a pro forma basis increases sales by $13.9 million for the six-month period
ending June 30, 1997, consisting mainly of industrial gas equipment such as
industrial gas trailers, TVAC(TM) intermodal containers and MRI cryostats and
components not previously supplied by the Company.

The pro forma gross profit margin is 28.6%, which is nearly 2% below the
actual figure reported by the Company. Although the Company believes that
Cryenco products have had a lower composite gross profit margin than the
Company's products, Cryenco's gross profit margin during the last six months had
been additionally affected by the revisions related to Cryenco's application of
percentage of completion accounting.

Pro forma SG&A expense includes the anticipated effect of amortization of
the goodwill from the transaction, which will be approximately $222,000 per
year. Also included in the six-month results are costs related to several
product development projects that will be combined with other current Company
projects, such as LNG dispensing, and several research and development projects
for which the Company will pursue funding from outside sources.

Interest expense on a pro forma basis increases substantially for the
acquisition of Cryenco. Based on the debt resulting from the payment of the
purchase price and the debt assumed in the transaction, the Company would have
had $1.3 million of interest expense in the first six months of 1997. The
Company anticipates the elimination of most of this additional interest expense
through the application of net proceeds from the Offering.

The Company will experience a slightly higher effective tax rate with the
acquisition of Cryenco as the goodwill created in the transaction is not tax
deductible.

Years Ended December 31, 1996 and 1995

Sales for 1996 were $148.4 million, an increase of $35.9 million or 31.9%
over 1995. The largest increase in sales over 1995 came in industrial gas
equipment totaling $23.9 million, consisting of increases of $10.1 million in
cryogenic tanks, $8.5 million in heat exchangers, $2.9 million in cold boxes and
$2.4 million in assorted cryogenic components during 1996. Sales in the
hydrocarbon processing equipment area increased $6.5 million, a majority of
which was in heat exchangers, which were for the most part supplying an increase
in the demand for ethylene-related equipment. Sales to the specialty products
market also increased in 1996. Much of the sales improvement in this market was
the result of vacuum equipment being supplied to the LIGO project, which totaled
approximately $13.0 million during 1996.

Gross profit for 1996 increased $14.2 million or 46.2% from 1995 levels.
The gross profit margin increased from 27.4% in 1995 to 30.3% in 1996. As in
sales, a large portion of the improvement in both gross profit and in gross
profit margin came from the industrial gas sector. The most significant
improvement was in the cryogenic tank business, which was restructured in 1994.
This business moved from a negative gross profit margin to a gross profit margin
level consistent with the Company's other industrial gas products. The heat
exchanger market also saw large volume and price improvement in 1996.

19
<PAGE> 21

As the LIGO project progresses toward completion, it is having a positive
effect in the specialty products area, where the gross profit margin has grown
to 28.4% in 1996 from 27.5% for 1995.

SG&A expense totaled $21.7 million for 1996, an increase of $3.6 million
from 1995. As a percentage of sales, SG&A expense decreased from 16.1% in 1995
to 14.7% in 1996. This improvement is the result of increasing volume relative
to the fixed overhead costs. The $3.6 million increase in expense was in support
of increased sales.

Net interest expense declined during 1996 with borrowings declining from
$14.6 million to a net positive cash position. This was also the last year of
amortization for the loan origination costs related to a $25 million credit
agreement.

The 1996 tax expense includes the positive effect of eliminating the
deferred tax valuation allowance that related to certain tax loss carry forwards
as well as the ongoing benefits of several different tax credits.

Years Ended December 31, 1995 and 1994

Sales for 1995 were $112.5 million versus $84.3 million for 1994, an
increase of $28.2 million, or 33.5%. Sales grew across all markets and received
an additional boost from the acquisition of CVI, now a subsidiary of the
Company, in the fourth quarter of 1994. The continued strong demand for heat
exchangers, cryogenic storage tanks and stainless steel tubing was partially
offset by a weak market and higher than estimated expenses for certain contracts
in the high vacuum area.

Strong industrial gas market conditions, extensive productivity
improvements in the cryogenic tank business, demand for redraw stainless steel
tubing, and strong throughput at each of the Company's plants resulted in gross
profit for 1995 of $30.8 million versus $15.8 million for 1994, an improvement
of $15.0 million, or 94.7%. This result reflects an improved gross profit margin
to 27.4% from 18.8% in 1994. The products supporting this improved gross profit
margin performance were stainless steel tubing, heat exchangers and cryogenic
storage tanks. This improved performance more than compensated for the
anticipated low-margin sales in several long-term high vacuum projects and the
start-up costs of the Company's cold box fabrication facility in New Iberia,
Louisiana.

SG&A expense for 1995 was $18.1 million, approximately $3.1 million higher
than for 1994. As a percentage of sales, SG&A expense was 16.1% in 1995 versus
17.8% in 1994. The addition of CVI increased SG&A expense by $2.3 million over
the prior year. The remaining increases were driven by higher commissions and
employee profit sharing.

Net interest expense for 1995 was $1.9 million versus $1.0 million in 1994.
Increased interest charges in 1995 reflect higher borrowing levels to meet
increased working capital requirements of the Company's operating units and the
acquisition indebtedness related to CVI. As of October 1, 1995, the interest
rate spread on the Company's borrowings was reduced by 25 basis points to LIBOR
plus 200 basis points.

The 1995 effective tax rate of 34.7% reflects the positive effect of
certain tax credits taken in the most recently filed income tax returns and the
anticipated effect of such credits on the Company's 1995 tax returns.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations in the first six months of 1997 was $4.1
million compared to $19.8 million in the first six months of 1996. Cash provided
by operations in 1996 was $32.9 million compared to $8.8 million in 1995 and
$6.8 million in 1994. The Company's 1996 cash flow represented earnings and
significant cash flow from customer advances and milestone billings on many jobs
in backlog, especially the LIGO project. During the first six months of 1997,
much of the work progressed against the aforementioned milestone billings, thus
incurring costs without new

20
<PAGE> 22

inflows of cash. This trend is expected to continue into the third quarter of
1997, when the Company will reach several major milestones on the LIGO project.
As the Company takes on large orders and progresses through completion, there
are normally wide swings in working capital requirements depending on negotiated
terms. Due to strong progress billings to the Company's customers and strong
operating cash flow, the Company is currently well positioned in regard to
working capital despite the large backlog and related inventory needs.

Capital expenditures for the first six months of 1997 were $4.2 million
compared with $1.6 million for the same period in 1996. The level of capital
expenditures in 1997 is related to the expansion of capacity at the ALTEC
facility. These expenditures have been and will continue to be financed, for the
most part, by an industrial revenue bond. Capital expenditures in 1996, 1995,
and 1994 were $4.9 million (excluding $3.6 million for the acquisition of land
and building at the Company's Westborough, Massachusetts facility), $2.1 million
and $1.3 million, respectively. The 1996 capital expenditures relate to the
expansion of capacity at its heat exchanger and cold box manufacturing
facilities, as well as general throughput improvements at the other locations.
The 1995 expenditures included the leasehold improvements and various machinery
and equipment purchases for the Company's initial operation at the Company's
cold box fabrication facility in New Iberia, Louisiana, along with various
productivity-enhancing machinery and equipment throughout all of the Company's
facilities.

During the first half of 1997, the Company acquired 371,550 shares
(adjusted for the Stock Split) under its share repurchase program at a total
cost of approximately $5.5 million.

The Company anticipates sufficient cash flow from operations and available
borrowings to fund interest payments, dividends, planned capital expenditures
and future acquisitions. As of June 30, 1997, the Company's borrowings on its
$25 million credit facility totaled $2.5 million. In July 1997, the Company
entered into the $45 million New Credit Facility to enable it to complete the
acquisition of Cryenco. At August 31, 1997, the Company had an aggregate of
$24.0 million outstanding under the New Credit Facility. The Company intends to
apply net proceeds from the Offering to repay its borrowings under the New
Credit Facility.

21
<PAGE> 23

BUSINESS
GENERAL

The Company is a leading supplier of standard and custom-built industrial
process equipment, primarily for cryogenic (low-temperature) applications. The
Company has developed a particular expertise in cryogenic systems and equipment,
which operate at low temperatures sometimes approaching absolute zero (0 degrees
Kelvin/-273 degrees Centigrade/-459 degrees Fahrenheit). The majority of the
Company's products, including heat exchangers, cold boxes, cryogenic tanks and
other cryogenic components, are used in the processing, liquefaction, storage
and transportation of gases and hydrocarbons. The Company also supplies products
for special applications, including high vacuum systems and specialty stainless
steel tubing.

MARKET OVERVIEW

The markets served by the Company's principal products are the industrial
gas market and hydrocarbon processing market. All categories of the Company's
cryogenic products, including heat exchangers, cold boxes, cryogenic tanks and
cryogenic components, serve both of these markets. In 1996, the industrial gas
and hydrocarbon processing markets together accounted for approximately 70% of
the Company's sales. By 1998, sales to these markets are expected to constitute
as much as 85% of the Company's sales.

Management believes that the global expansion of the industrial gas and
hydrocarbon processing markets presents attractive opportunities for growth. To
date, the sources of the Company's international business principally have been
its large domestic-based customers who are aggressively expanding into
international markets, and large foreign-based companies with significant U.S.
operations. In 1996, approximately 25% of the Company's sales were for job sites
outside the United States. To position the Company to take advantage of
anticipated growth opportunities in the industrial gas and hydrocarbon
processing markets abroad, management recently has concentrated its efforts on
enhancing the Company's international presence. Management intends to increase
the amount of the Company's existing sales to large multinational gas producers
and to strengthen international direct sales by bolstering its network of
independent sales representatives in foreign markets.

The industrial gas market is the largest market served by the Company,
representing approximately 50% of its sales in 1996. The top world producers of
industrial gases have been among the Company's largest customers for each of the
last three years. Producers of industrial gases separate atmospheric air into
its component gases using cryogenic processes. The resultant liquid gases are
then stored and transported for ultimate use by a wide variety of customers in
the petrochemical, electronics, glass, paper, metals, food, fertilizer, welding,
enhanced oil recovery and medical industries. Industrial gas producers use heat
exchangers and cold boxes to produce liquid gases, and cryogenic tanks and
cryogenic components, including pumps, valves and piping, to store, transport
and distribute liquid gases to end users. Management anticipates demand for the
Company's products in the industrial gas markets will increase over the next
several years, driven principally by global industrialization, heightened
environmental standards and demands for increased purity of gas products and
increased efficiency in gas production. A recent industrial gas industry report
projects a 6% annual growth rate in worldwide demand for industrial gases
through the year 2000. Management believes that demand for cryogenic equipment
will grow as global demand for industrial gases increases.

Representing approximately 20% of the Company's sales in 1996, the
hydrocarbon processing market consists of petrochemical and natural gas
processors. Natural gas processing involves the separation and purification of
natural gas for the production of liquid gas end products such as methane (when
liquefied, LNG), ethane, propane and butane, and by-products such as helium,
which have numerous commercial and industrial applications. In the petrochemical
industry, cryogenic separation and purification processes are required to
produce ethylene (the basic

22
<PAGE> 24

building block of plastics), propylene and numerous other primary hydrocarbons
having industrial uses. Like the industrial gas market, the hydrocarbon
processing market uses all of the categories of the Company's cryogenic products
in the gas separation and purification processes and the subsequent storage and
distribution of liquid gases. Major customers for the Company's products in the
hydrocarbon processing markets are large multinational firms in the oil and gas
industry, and large engineering and construction concerns. Management
anticipates continued strong domestic and international growth in the
hydrocarbon processing market. This market growth is expected to stem in part
from increased global demand for LNG, which, according to one industry report,
is the fastest growing segment of the world energy market with a projected 7%
annual growth rate over the next several years. Demand for ethylene is
forecasted by an industry journal to grow at an annual rate of 5% for the rest
of the decade.

In addition to the industrial gas and hydrocarbon processing markets, the
Company also serves certain special market niches, the two largest of which are
vacuum systems and specialty stainless steel tubing. Vacuum equipment is
supplied principally to the satellite testing market, which has become
increasingly active as a number of new satellite communications systems are
developed worldwide. Vacuum equipment also is supplied to observatories for
telescope mirror coating. Under the Company's largest single contract to date,
the Company supplies sophisticated vacuum equipment to the LIGO project, a
government funded gravitational observatory research project. The Company
anticipates continued growth in its share of the market for large sophisticated
vacuum systems. The Company's specialty stainless steel tubing is supplied
principally to distributors who in turn sell to customers having immediate or
short lead time needs. As the Company's stainless steel tubing is intended to
meet short delivery schedules, it commands high margins in this spot-market
business.

PRODUCTS

The Company's principal products include the following:

Heat Exchangers. The Company is the leading designer and manufacturer of
cryogenic heat exchangers. Using technology pioneered by the Company, heat
exchangers are incorporated into systems such as cold boxes to facilitate the
progressive cooling and liquefaction of air or hydrocarbon mixtures for the
subsequent recovery or purification of component gases. In the industrial gas
market, heat exchangers are used to obtain high purity atmospheric gases, such
as oxygen, nitrogen, and argon, which have numerous diverse industrial
applications. In hydrocarbon processing industries, heat exchangers allow
producers to obtain both purified forms of hydrocarbons and a variety of gas
by-products, such as methane, ethane, propane and ethylene, which are
commercially marketable for various industrial or residential uses. Heat
exchangers are customized to the customer's order and range in price from
$30,000 for a relatively simple unit to as high as $10 million for a major
project.

Management anticipates continued strong demand for its heat exchangers,
resulting substantially from increased activity in the petrochemical and liquid
natural gas segments of the hydrocarbon processing market. In particular,
management believes that continuing efforts by less developed countries to
broaden their industrial base present a promising source of demand for the
Company's heat exchangers. Demand for heat exchangers in developed countries is
expected to continue as firms upgrade their facilities for greater efficiency
and regulatory compliance. To ensure adequate capacity for anticipated growth in
demand in heat exchangers, a major expansion of the Company's facilities was
recently completed.

The Company's principal competitors for heat exchangers are Linde,
Sumitomo, IMI, Kobe and Nordon. Management believes that the Company is the only
producer of large brazed aluminum heat exchangers in the United States, and has
the leading market share in the global market for heat exchangers. Major
customers for the Company's heat exchangers in the industrial gas market

23
<PAGE> 25

include Air Liquide, Air Products, BOC, MG Industries and Praxair, and in the
hydrocarbon processing market producers including AMOCO, ARCO, EXXON and
contractors including ABB Randall, Bechtel, and M.W. Kellogg.

Cold Boxes. The Company is a leading designer and fabricator of cold
boxes. Cold boxes are highly engineered systems used to reduce significantly the
temperature of gas mixtures to the point where component gases liquefy and can
be separated and purified for further use in multiple industrial, scientific and
commercial applications. In the industrial gas market, cold boxes are used to
separate air into its major atmospheric components, including nitrogen, oxygen
and argon, used in a diverse range of applications such as the quick-freezing of
food, wastewater treatment and industrial welding. In the hydrocarbon processing
market, the Company's cold box systems are used in natural gas processing and in
the petrochemical industry. The construction of a cold box generally consists of
one or more heat exchangers and other equipment packaged in a "box" consisting
of metal framing and a complex system of piping and valves. Cold boxes, which
are designed and fabricated to order, sell in the approximate price range of
$500,000 to $10 million, with the majority of cold boxes priced between $1
million and $2 million. In anticipation of growing demand for high purity
atmospheric gases and for hydrocarbon applications, the Company increased its
cold box manufacturing capacity and improved its shipping ability in 1995 by
establishing a fabrication facility in New Iberia, Louisiana.

The Company has a number of competitors for fabrication of cold boxes,
including E.S. Fox, Ivor J. Lee, McShane and NAPTech. In addition, the Company's
customers may decide to fabricate cold boxes themselves, purchasing the majority
of the components from third parties including the Company. Principal customers
for the Company's cold boxes include Air Liquide, ABB Randall, AMOCO, Bechtel,
BOC, MG Industries, M.W. Kellogg, Mesa Petroleum and Praxair.

Cryogenic Storage Tanks. The Company is a leading supplier of cryogenic
tanks, trailers, intermodal containers and railcars. Using sophisticated vacuum
insulation systems placed between inner and outer tanks, these tanks are able to
store and transport liquefied industrial gases and hydrocarbon gases at
temperatures nearing absolute zero. The Company has experienced substantial
growth in its storage tank sales as the demand for liquefied industrial gases
and liquefied hydrocarbon gases has increased, particularly within the
semiconductor industry for use in the microchip manufacturing process. Customers
for the Company's cryogenic storage tanks include industrial gas producers,
chemical producers, manufacturers of electrical components and businesses in the
oil and natural gas industry. Prices for the Company's cryogenic storage tanks
range from $25,000 to $500,000. Principal customers for the Company's cryogenic
storage tanks are AGA, Air Liquide, Air Products, BOC, Jack B. Kelly and
Praxair. The Company competes chiefly with MVE and Harsco for cryogenic storage
tank customers.

Cryogenic Components. The Company's line of cryogenic components,
including high pressure cryogenic pumps, valves, vacuum jacketed piping systems
and specialty components, are recognized in the market for their reliability,
quality and performance. These products are sold to the Company's heat exchanger
and cold box customers in the industrial gas and hydrocarbon processing
industries, as well as to a diverse group of customers in those and other
industries. The Company competes with a number of other suppliers of cryogenic
components, including MVE, Cryogenic Industries, CCI and Acme Cryogenics.

Special Products. The Company designs and manufactures thermal vacuum
systems marketed to a customer base that includes the aerospace industry,
government agencies, universities and national research facilities. The Company
is a leading domestic supplier of space simulation systems used to test
satellites and related components. The Company also manufactures large vacuum
chambers for telescope mirror aluminizing, a process in which aluminum is
vaporized to coat the surface of a large telescope mirror to restore its
reflectivity. Management believes that the Company, as a pioneer in the
development of this technology, has supplied the majority of these

24
<PAGE> 26

systems worldwide. The Company's major competitors in the market for thermal
vacuum products and systems for aerospace and research applications include
Tenney Vacuum and Bemco.

The Company's experience and technological advancements in the high-vacuum
area have resulted in its involvement, commencing in 1995, in equipping the LIGO
project, a scientific research project sponsored by the National Science
Foundation and jointly managed by the Massachusetts Institute of Technology and
the California Institute of Technology. The observatories will be dedicated to
the detection and measurement of cosmic gravitational waves and the harnessing
of these waves for scientific research. The Company has a three-year contract
under which it supplies all of the required LIGO vacuum equipment, including
vacuum chambers, large pipe spools, valves, vacuum pumps, controllers and
modular clean rooms. Management believes that expertise in the field of high
vacuum technology developed by the Company through its involvement in the LIGO
project may have a number of new commercial applications.

The Company produces small diameter stainless steel tubing for sale to
distributors to satisfy their customers' requirements for quick delivery. The
Company's manufacturing strategy is to focus on custom sizes and smaller
production runs, which management believes gives the Company a competitive
advantage in providing a superior quality product while meeting customer demands
for dependable, fast delivery. With its production and marketing efforts
directed principally to customers relying on prompt delivery, the Company is
able to compete primarily on the basis of service rather than price. Numerous
manufacturers of stainless steel tubing are able to compete with the Company in
this market.

BUSINESS STRATEGY

Recognized as a leader in the design, engineering and fabrication of
cryogenic systems and equipment, the Company currently faces the challenge of
enhancing its leadership position in markets that are global and growing.
Management expects continued strong demand for cryogenic products by the
industrial gas and hydrocarbon processing markets in North America and in
developed countries overseas. In addition, the accelerated pace of
industrializing efforts by emerging economies holds new and promising growth
opportunities for the Company to penetrate markets where its products currently
have little or no presence. To position the Company for continued growth in an
expanding international marketplace, management has developed the following five
key strategies:

Leveraging Customer Relationships. The Company's engineers and sales
personnel work closely with its customers to customize and improve the
performance of its products and to develop and design new products. Through this
continued interaction the Company has built and sustained long-term
relationships with many of its major customers. Most of the Company's largest
customers have been customers of the Company for the last 10 years or more, and
a substantial quantity of the Company's annual sales are made to the same major
customers. As the Company's customers grow domestically and internationally,
they take the Company's products into new growth markets. Virtually all of the
Company's 1996 international sales were made to its long-term customers and
their international affiliates.

Expanding International Direct Sales. Although the Company is a leading
producer of cryogenic products and systems in North America, its direct sales of
such products outside North America are

25
<PAGE> 27

relatively modest. In 1996, the Company's international sales constituted
approximately 25% of the Company's total sales. Most of its international sales
in 1996 were to North American customers which incorporated the Company's
products into their own exported products. The Company believes that demand for
the Company's products both in developed countries and emerging economies is
accelerating. The Company is in the process of "globalizing" its marketing to
increase its sales to customers in international markets. The Company intends to
expand its independent sales representative network outside North America in
order to strengthen its market share in selected markets in South America, the
Pacific Rim and the Middle East.

Continued Emphasis on Operating Efficiencies. The Company has devoted
considerable efforts to maximizing its production efficiency. Management
believes that such efforts have resulted in substantial improvements in
throughput, utilization of existing capacity and organizational efficiency,
which in turn have contributed to higher marginal returns. The Company intends
to continue to seek ways to improve its operating performance.

Pursuing Strategic Acquisitions. A key component of the Company's growth
strategy is the acquisition of complementary businesses that can effectively
increase the Company's market share and operating efficiencies, while
simultaneously expanding the Company's customer base and presence in geographic
regions which it does not currently serve. As it proceeds with efforts to
penetrate international markets, the Company anticipates extending its
operations overseas through one or more acquisitions abroad. The Company
continually reviews acquisition opportunities, and management believes that a
number of complementary acquisition opportunities exist. Management believes
that the combination of the high level of ability and experience of its senior
managers in evaluating and consummating acquisition opportunities, along with
the Company's low debt levels following the Offering and working capital
requirements, position the Company favorably to complete strategic acquisitions.

Management anticipates that its experience in managing acquired businesses
will facilitate the execution of its acquisition strategy. The Company is a
successor to a group of complementary businesses acquired commencing in 1986
with the purchase of ALTEC, which had net sales of $13.3 million in that year.
Since the acquisition of ALTEC, the Company has grown to $148.4 million in net
sales in 1996 primarily through complementary acquisitions which subsequently
were integrated successfully into the Company's operations. The addition of
Cryenco's business to the Company's operations in July 1997 represents the most
recent effort by the Company to expand by acquiring complementary businesses.
The following businesses have been acquired and consolidated into the Company.

<TABLE>
<CAPTION>
YEAR OF
ACQUISITION ACQUISITION PRINCIPAL PRODUCTS TOTAL REVENUES(1)
- ------------ ---------------------------- -------------------------------- -----------------
(IN MILLIONS)
<C> <S> <C> <C>
1986 ALTEC International Heat exchangers $13.3
1987 Greenville Tube Corporation Specialty stainless steel tubing 24.8
1990 Process Engineering Inc. Cryogenic tanks 26.6
1991 Process Systems
International, Inc. Cold boxes and vacuum equipment 35.8
1991 NPS Products, Inc. Nuclear pipe hangers 8.2
1994 CVI Cryogenic components 11.1
1997 Cryenco Sciences, Inc. Cryogenic tanks 30.6
</TABLE>

- ---------------

(1) Total revenues shown are for the first full calendar year following the date
of acquisition included in the Company's results of operations, except with
respect to ALTEC, for which revenues for the 12 months ended December 31,
1986 are shown, and with respect to Cryenco, for which revenues for the 12
months ended November 30, 1996 are shown.

26
<PAGE> 28

ENGINEERING AND PRODUCT DEVELOPMENT

The Company's engineering and product development activities are primarily
associated with assisting in the design of products or modifications to execute
specific customer orders. The Company's engineering, technical and marketing
employees actively assist customers in specifying their needs and in determining
appropriate products to meet those needs. For example, the Company's product
development activities led to the introduction of the Core-in-Kettle(R) heat
exchanger in 1990, which has met with widespread customer acceptance by the
hydrocarbon processing market. The Company also has invested in the development
of new heat exchanger fins to enhance the performance of its products. A portion
of the Company's engineering expenditures typically are charged to customers
either as a separate item or as a part of product cost. The Company does not
devote a material amount of resources to unfunded research and development
activities.

COMPETITION

Management believes the Company can compete effectively for new projects
around the world and that it is a leading competitor in its markets. Competition
is based primarily on performance and the ability to provide the design,
engineering, fabrication and manufacturing capabilities required to complete
projects in a timely and cost-efficient manner. Contracts are usually awarded on
a competitive bid basis. Quality, technical expertise and timeliness of
completion are the principal competitive factors within the industry. Price and
terms of sale are also important competitive factors but only after technical
expertise and ability to perform have been established. Because reliable market
share data are not available, it is difficult to estimate the Company's exact
position in its markets, although the Company believes it ranks among the
leaders in its markets.

MARKETING

The Company's principal operating units currently market products and
services in North America primarily through 37 direct sales personnel, and
supplement these direct sales through 45 independent sales representatives and
distributors. The technical and custom design nature of the Company's products
requires a professional, highly trained sales force. Each salesperson is
expected to develop a highly specialized knowledge of one product or group of
products and to sell that product or group of products in all markets in which
the product is used, rather than to sell many products to a single market.
Substantially all of the Company's sales personnel have engineering or technical
experience.

The Company uses independent sales representatives nearly exclusively to
conduct its sales in the foreign countries which the Company serves. These
independent sales representatives supplement the Company's direct sales force in
dealing with language and cultural matters. The Company's domestic and foreign
independent sales representatives earn commissions on sales which vary by
product type.

27
<PAGE> 29

ORDERS AND BACKLOG

The Company considers orders to be those for which the Company has received
a signed purchase order or other written contract from the customer. Such orders
are included in backlog until recognized as revenue or cancelled. The table
below sets forth orders and backlog for the periods presented.

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
--------------------- ----------------------------------
1997 1996 1996 1995 1994
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ORDERS
Industrial Gas Equipment........... $ 38,290 $ 32,425 $ 77,623 $ 72,483 $ 38,688
Hydrocarbon Processing Equipment... 26,354 28,352 54,173 30,212 22,150
Special Products................... 17,920 17,996 33,895 66,948 32,127
-------- -------- -------- -------- --------
Total......................... $ 82,564 $ 78,773 $165,691 $169,643 $ 92,965
======== ======== ======== ======== ========
BACKLOG
Industrial Gas Equipment........... $ 48,292 $ 46,957 $ 48,134 $ 44,456 $ 22,034
Hydrocarbon Processing Equipment... 53,211 33,814 45,200 21,424 15,126
Special Products................... 25,141 43,650 34,944 45,107 16,663
-------- -------- -------- -------- --------
Total......................... $126,644 $124,421 $128,278 $110,987 $ 53,823
======== ======== ======== ======== ========
</TABLE>

The Company has experienced growth in orders and backlog since 1994 in the
industrial gas market. The acquisition of Cryenco should further increase
orders, particularly for this market. Hydrocarbon processing market orders have
been steady for the last 18 months at approximately a $50 million annualized
rate, resulting in increased backlog because of the long lead time for the
typical hydrocarbon project. Special products orders in 1995 include the $39.1
million LIGO project which is a three-year project running through 1998. The
reduction in backlog in special products is primarily the result of progress in
completing this order.

Approximately half of the June 30, 1997 backlog is scheduled to be
recognized as sales during 1997, and the remainder is scheduled to be recognized
as sales in 1998. The Company's backlog fluctuates from time to time and the
amounts set forth above are not necessarily indicative of future backlog levels
or the rate at which they will be recognized as sales.

CUSTOMERS

Ten customers accounted for 53% of consolidated sales in 1996. The
Company's sales to particular customers fluctuate from period to period.
Management believes the Company's relationships with its customers are good.

PATENTS AND TRADEMARKS

Although the Company has a number of patents, trademarks and licenses
related to its businesses, no one of them or related group of them is considered
by the Company to be of such importance that its expiration or termination would
have a material adverse effect on the Company's businesses. In general, the
Company depends upon technological capabilities, manufacturing quality control
and application of know-how, rather than patents or other proprietary rights in
the conduct of its business.

The Company holds a group of patents for its Ryan/Holmes technology, which
is used primarily in treating associated gases produced from tertiary oil
recovery projects. In addition to fabricating recovery plants on a turnkey basis
for customers, the Company also grants licenses under this

28
<PAGE> 30

technology to customers for use in their own construction and operation of such
facilities. The revenues received by the Company attributable to this technology
are not material.

The Company has a licensing agreement with Praxair under which the Company
licenses technology related to the design of nitrogen rejection units, a type of
cold box used in the natural gas processing industry to purify methane by the
removal of nitrogen. The agreement provides for the joint marketing by the
Company and Praxair of products using the licensed technology, prohibits the
sale of such products to certain competitors of Praxair and may be terminated by
either party upon not less than six months' notice to the other party.

RAW MATERIALS AND SUPPLIERS

The Company manufactures most of the products it sells. The raw materials
used in manufacturing include aluminum fin stock, brazing sheets, bars, plate
and piping, stainless steel hollows, strip, heads, plate and piping, carbon
steel heads and plate, and 9% nickel steel heads and plate. Most raw materials
are available from multiple sources of supply.

Commodity metals used by the Company have experienced fluctuations in
price. The Company has generally been able to recover the costs of such price
increases through its contracts with customers. The Company foresees no acute
shortages of any raw materials which would have a material adverse effect on its
operations.

EMPLOYEES

As of August 1, 1997, the Company had approximately 1,250 employees,
including approximately 340 salaried, 360 union hourly and 550 non-union hourly
employees. The salaried employees included approximately 120 engineers and
draft-persons and 220 other professional, technical and clerical personnel.

The Company is a party to two collective bargaining agreements. ALTEC's
agreement with the International Association of Machinists and Aerospace Workers
covering 267 employees expires February 7, 1998. PEI's agreement with the
International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths,
Forgers and Helpers covering 93 employees expires August 27, 1999. Since the
acquisition of each of its operating units, the Company has not had any work
stoppages or strikes. The Company believes its employee relations are good. See
"Risk Factors -- Collective Bargaining Agreements."

FACILITIES

The Company has nine principal manufacturing locations. The Company
occupies a total of approximately 900,000 square feet, with the majority,
approximately 800,000 square feet, devoted to manufacturing, assembly and
storage. Of the approximately 900,000 square feet occupied, approximately
500,000 square feet are owned and 400,000 square feet are occupied under
operating leases. The Company considers its manufacturing facilities sufficient
to meet its current and planned operational needs. The Company leases
approximately 1,500 square feet of space for its executive offices in Eastlake,
Ohio.

GOVERNMENT CONTRACTS

In 1996, approximately 11% of the Company's revenues were derived from
contracts or subcontracts with, or funded by, the United States government,
mostly related to LIGO. These contracts and subcontracts contain standard
provisions permitting the government to terminate them at its option, without
cause. In the event of such termination, the Company is entitled to receive
reimbursement on the basis of work completed (costs incurred plus a reasonable
profit). In addition, these contracts and subcontracts are subject to
renegotiation of profits. The Company has

29
<PAGE> 31

no knowledge of any pending or threatened renegotiation or termination of any
material government contract or subcontract.

ENVIRONMENTAL MATTERS

The Company's operations involve and have involved the handling and use of
substances, such as various cleaning fluids used to remove grease from metal,
that are subject to federal, state and local environmental laws and regulations
that impose limitations on the discharge of pollutants into the soil, air and
water, and establish standards for their storage and disposal. The Company
monitors and reviews its procedures and policies for compliance with
environmental laws. Company management is familiar with these regulations, and
supports an ongoing capital investment program to maintain the Company's
adherence to required standards.

As part of its ongoing environmental compliance and monitoring programs,
the Company is voluntarily developing work plans for remediation of
environmental conditions involving certain of its operating facilities. Based
upon the Company's study of the known conditions and its prior experience in
investigating and correcting environmental conditions, the Company estimates
that the potential costs of these site remediation efforts will not have a
material adverse effect on the Company's financial position or liquidity.
Approximately $1.9 million is recorded at June 30, 1997 as reserves for known
environmental matters. These expenditures are expected to be made mostly in the
next 18 to 24 months, if the necessary regulatory agency approvals of the
Company's work plans are obtained. Although the Company believes it has
adequately provided for the cost of all known environmental conditions, the
applicable regulatory agencies could insist upon different and more costly
remediative measures than those the Company believes are adequate or required by
existing law. Except for its continuing remediative efforts described above, the
Company believes that it is currently in substantial compliance with all known
material and applicable environmental regulations.

MANAGEMENT

The following table sets forth certain information as of August 31, 1997,
regarding each of the Company's directors and executive officers:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------- --- -------------------------------------------------
<S> <C> <C>
Arthur S. Holmes 56 Chairman, Chief Executive Officer and a Director
James R. Sadowski 56 President and Chief Operating Officer
Don A. Baines 54 Chief Financial Officer, Treasurer and a Director
Richard J. Campbell 67 Director
Lazzaro G. Modigliani 64 Director
Robert G. Turner, Jr. 50 Director
</TABLE>

Arthur S. Holmes has been Chairman and Chief Executive Officer of the
Company since its formation in June 1992, and was President until December 1993.
He also has been President and the principal owner of Holmes Investment
Services, Inc. ("HIS"), a management consulting firm, since 1989. Mr. Holmes is
currently the Chairman and Chief Executive Officer of ALTEC, and served as
President of ALTEC from 1985 through 1989. From 1978 through 1985, he served in
a variety of management capacities for Koch Process Systems, Inc., the
predecessor of the Company's Process Systems International, Inc. subsidiary,
most recently as Vice President-Manager of the Gas Processing Division. Mr.
Holmes is the co-inventor of the Company's patented Ryan/Holmes technology. See
"Business -- Patents and Trademarks." Mr. Holmes holds a B.S. and M.S. in
Chemical Engineering from The Pennsylvania State University and an M.B.A. from
Northeastern University.

30
<PAGE> 32

James R. Sadowski has been President and Chief Operating Officer of the
Company since December 1993. Prior to joining the Company, Mr. Sadowski served
as Group Vice President of Parker Hannifin Corporation's Bertea Aerospace Group
("Bertea") from 1991 to 1993. Prior to his service at Bertea he served in
various managerial capacities at Parker Hannifin Corporation and TRW, Inc. Mr.
Sadowski holds a B.S. in Engineering from Case Institute of Technology and an
M.S. degree from the same institution in Mechanical Engineering.

Don A. Baines has been Chief Financial Officer of ALTEC since 1986 and has
been the Chief Financial Officer and Treasurer of the Company since its
formation in June 1992. He also has served as Chief Financial Officer for HIS
since 1989. From 1986 through 1989, Mr. Baines served as Vice President, Manager
of Finance for ALTEC. From 1976 through 1985, Mr. Baines served in a variety of
management capacities, most recently Controller, in the Process/Transport
Division of the Trane Company, which included the predecessor of ALTEC. Mr.
Baines is a Certified Public Accountant and holds a B.B.A. in Accounting from
St. Edward's University in Austin, Texas.

Richard J. Campbell has served as President of Multistack, Inc., a
manufacturer of commercial, industrial and process modular water chillers, since
1995. Mr. Campbell also served as Senior Vice President of American Standard,
Inc. ("American Standard") from 1984 until his retirement in 1986 and was in
charge of American Standard's Trane Division. Mr. Campbell was President, Chief
Operating Officer and a Director of Trane from 1977 until American Standard's
acquisition of Trane in 1984. Mr. Campbell has served as a Director of the
Company since July 1992.

Lazzaro G. Modigliani has been a full-time consultant to Raytheon Engineers
and Constructors, Inc., an international engineering and construction firm and a
wholly owned subsidiary of the Raytheon Company ("Raytheon Engineers"), since
June 1994. From March 1993 until June 1994, Mr. Modigliani served as the
President and Chief Executive Officer of The Badger Company, Inc. ("Badger"),
which now constitutes a part of Raytheon Engineers. He served in a variety of
senior management positions with Badger since joining it in 1966. From 1986
until 1988, Mr. Modigliani was Vice President and General Manager of Badger's
European operations. From 1988 to 1989 he was Chief Operating Officer of Badger.
Mr. Modigliani has served as a Director of the Company since July 1992.

Robert G. Turner, Jr. is the founder and owner of Turner & Company, Inc., a
public accounting firm, where he specializes in business valuation, merger and
acquisition, and accounting and tax compliance matters. Prior to forming Turner
& Company, Inc. in 1988, Mr. Turner was a national partner in the accounting
firm of Pannell Kerr Forster, where his practice focused principally on
management, accounting and tax services. Mr. Turner received his B.B.A. in
Accounting from Cleveland State University and is a Certified Public Accountant
and Certified Valuation Analyst. Mr. Turner was appointed a Director of the
Company in August 1997.

31
<PAGE> 33

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of August 31, 1997, unless
otherwise noted, including beneficial ownership by each person who is known by
the Company to own beneficially more than 5% of the Common Stock, by each of the
Company's Directors and executive officers, and by all current Directors and
executive officers as a group. Except as otherwise noted, the Company believes
that the persons named in the table have sole voting and sole investment power
with respect to all shares of Common Stock owned by them.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BENEFICIALLY
OFFERING SHARES TO OWNED AFTER OFFERING
--------------------- BE SOLD -------------------------
NAME NUMBER PERCENT IN OFFERING NUMBER PERCENT(1)
- ---------------------------------- --------- ------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Arthur S. Holmes(2) 5,311,238 36.78% 75,000 5,236,238 33.27%
James R. Sadowski(3) 62,595 * 62,595 *
Don A. Baines(4) 48,236 * 48,236 *
Lazzaro G. Modigliani 40,500 * 40,500 *
Richard J. Campbell(5) 43,789 * 43,789 *
Robert G. Turner, Jr.(6) 1,200 * 1,200 *
Charles S. Holmes(7) 1,437,707 9.96 1,425,000 12,707 *
Gintel Asset Management, Inc.(8) 975,000 6.75 975,000 6.19
All Directors and executive
officers as a group (6 persons) 5,507,558 38.14 75,000 5,432,558 34.51
</TABLE>

- ---------------

* Less than one percent.

(1) Does not give effect to the exercise of the Underwriters' over-allotment
option. If the over-allotment option is exercised in full, the Company will
issue and sell to the Underwriters an additional 420,000 shares of Common
Stock.

(2) Includes 2,691,841 shares held by the Arthur S. Holmes Trust of which Mr.
Holmes is trustee; 2,557 shares held for Mr. Holmes's account by the Chart
Industries, Inc. 401(k) Investment and Saving Plan; and 2,616,840 shares
owned by the Christine H. Holmes Trust of which Christine H. Holmes, Mr.
Holmes's wife, is trustee. Arthur S. Holmes is the brother of Charles S.
Holmes. Of the 75,000 shares to be sold in the Offering, 37,500 are held by
the Arthur S. Holmes Trust and 37,500 shares are held by the Christine H.
Holmes Trust. Mr. Holmes is Chairman, Chief Executive Officer and a Director
of the Company. See "Management."

(3) Includes 4,095 shares held for Mr. Sadowski's account by the Chart
Industries, Inc. 401(k) Investment and Saving Plan; 24,000 shares which Mr.
Sadowski has the right to acquire within 60 days upon the exercise of
options; and 6,000 shares owned by his wife.

(4) Includes 3,589 shares held for Mr. Baines's account by the Chart Industries,
Inc. 401(k) Investment and Saving Plan and 24,000 shares which Mr. Baines
has the right to acquire within 60 days upon the exercise of options.

(5) Includes 15,000 shares which Mr. Campbell has the right to acquire within 60
days upon the exercise of options and 1,500 shares owned by his wife.

(6) Includes 450 shares owned by his wife and 750 shares held by the Turner &
Company, Inc. Employees Profit-Sharing Plan, of which Mr. Turner is a
trustee.

(7) Includes 4,500 shares owned by his daughter. Charles S. Holmes was a
Director of the Company from June 1992 until June 1997, and is the brother
of Arthur S. Holmes.

(8) Based on information provided to the Company by Gintel Asset Management,
Inc.

32
<PAGE> 34

UNDERWRITING

Each of the Underwriters named below has severally agreed, subject to the
terms and conditions of the Underwriting Agreement, to purchase from the Company
and the Selling Stockholders the aggregate number of shares of Common Stock set
forth opposite their respective names.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
-------------------------------------------------------------------- ----------------
<S> <C>
Schroder & Co. Inc..................................................
McDonald & Company Securities, Inc..................................

---------
Total............................................................... 2,800,000
=========
</TABLE>

Schroder & Co. Inc. and McDonald & Company Securities, Inc., as
representatives for the several Underwriters (the "Representatives"), have
advised the Company and the Selling Stockholders that the Underwriters propose
to offer the shares of Common Stock to the public initially at the public
offering price set forth on the cover page of this Prospectus; that the
Underwriters propose initially to allow a concession not in excess of
$ per share to certain dealers, including the Underwriters; that the
Underwriters and such dealers may initially allow a discount of not in excess of
$ per share to other dealers; and that the public offering price and
the concession and discount to dealers may be changed by the Representatives
after the commencement of the Offering.

The Company has granted to the Underwriters an option, expiring at the
close of business on the 30th day after the date of the Underwriting Agreement,
to purchase up to an additional 420,000 shares of Common Stock at the public
offering price less underwriting discounts and commissions, all as set forth on
the cover page of this Prospectus. The Underwriters may exercise the option, in
whole or in part, only to cover over-allotments, if any, in the sale of shares
of Common Stock in connection with the Offering. To the extent that the
Underwriters exercise this option, each Underwriter will be committed, subject
to certain conditions provided in the Underwriting Agreement, to purchase a
number of the additional shares proportionate to such Underwriter's initial
commitment.

The Company has signed an engagement letter providing that for one year
commencing March 1, 1997, Schroder & Co. Inc. will serve as the Company's
exclusive financial advisor, act as its lead financial advisor in transactions
involving divestitures, mergers, acquisitions or the issue of debt or equity for
cash, and have the right to serve as lead manager of any such issue.

The Company, the Selling Stockholders and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933 (the "Securities Act").

The Company, its Directors and executive officers, and the Selling
Stockholders have agreed not to offer, sell, contract to sell, or otherwise
dispose of any shares of Common Stock for a period of 180 days after the date of
this Prospectus without the prior written consent of Schroder & Co. Inc.

The Representatives have advised the Company that, pursuant to Regulation
M, certain persons participating in the Offering may engage in transactions,
including stabilizing bids, syndicate covering transactions or the imposition of
penalty bids, which may have the effect of stabilizing or maintaining the market
price of the Common Stock at a level above that which might otherwise

33
<PAGE> 35

prevail in the open market. A "stabilizing bid" is a bid for or the purchase of
Common Stock on behalf of the Underwriters for the purpose of fixing or
maintaining the price of the Common Stock. A "syndicate covering transaction" is
the bid for or the purchase of Common Stock on behalf of the Underwriters to
reduce a short position incurred by the Underwriters in connection with the
Offering. A "penalty bid" is an arrangement permitting the Representatives to
reclaim the selling concession otherwise accruing to an Underwriter or syndicate
member in connection with the Offering if the shares of Common Stock originally
sold by such Underwriter or syndicate member are purchased by the
Representatives in a syndicate covering transaction and have therefore not been
effectively placed by such Underwriter or syndicate member. The Representatives
have advised the Company that such transactions may be effected on the New York
Stock Exchange or otherwise and if commenced, may be discontinued at any time.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the Commission
(File No. 1-11442) pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated by reference in this Prospectus and shall be
deemed to be a part hereof:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;

2. The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1997 and June 30, 1997;

3. The Company's Current Reports on Form 8-K dated May 1, 1997 and
July 31, 1997; and

4. The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed October 2, 1992.

All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the Offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from their respective
dates of filing. Any statement contained herein or in any document incorporated
or deemed to be incorporated shall be deemed to be modified or superseded for
all purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON WRITTEN OR ORAL REQUEST
OF SUCH PERSON, A COPY OF ANY AND ALL OF THE INFORMATION THAT HAS BEEN
INCORPORATED BY REFERENCE IN THIS PROSPECTUS (OTHER THAN EXHIBITS TO THE
INFORMATION THAT IS INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THIS PROSPECTUS
INCORPORATES). REQUESTS SHOULD BE DIRECTED TO SECRETARY, CHART INDUSTRIES, INC.,
AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES, 34799 CURTIS BOULEVARD, EASTLAKE,
OHIO 44095, TELEPHONE NUMBER (440) 946-2525. PERSONS REQUESTING COPIES OF
EXHIBITS TO SUCH DOCUMENTS THAT WERE NOT SPECIFICALLY INCORPORATED BY REFERENCE
IN SUCH DOCUMENTS WILL BE CHARGED THE COSTS OF REPRODUCTION AND MAILING.

VALIDITY OF COMMON STOCK

The validity of the Common Stock offered hereby will be passed upon for the
Company and the Selling Stockholders by Calfee, Halter & Griswold LLP,
Cleveland, Ohio. Thomas F. McKee, Secretary of the Company, is a partner of the
firm of Calfee, Halter & Griswold LLP. Certain matters will be passed upon for
the Underwriters by Arter & Hadden, Cleveland, Ohio.

34
<PAGE> 36

EXPERTS

The consolidated financial statements of the Company at December 31, 1996
and 1995, and for each of the three years in the period ended December 31, 1996,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Cryenco at August 31, 1996 and
1995, and for each of the three years in the period ended August 31, 1996,
appearing in the Company's Current Report on Form 8-K dated July 31, 1997, for
the year ended August 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at Seven World Trade Center, 13th Floor, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material can also be obtained at prescribed rates by writing the
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission maintains a Web site, the address of which is
http://www.sec.gov, that contains reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission. The Company's Common Stock is listed on the
New York Stock Exchange, and reports, proxy statements and other information
concerning the Company may also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a registration statement (the
"Registration Statement," which term shall include any amendments thereto) on
Form S-3 under the Securities Act, with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement and the exhibits and schedules thereto, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission, and to which reference is hereby made. For further information,
reference is hereby made to the Registration Statement and the exhibits and
schedules thereto.

35
<PAGE> 37

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C>
Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 1997 and December 31,
1996........................................................................ F-2
Condensed Consolidated Statements of Operations for the three- and six-month
periods ended June 30, 1997 and 1996........................................ F-3
Condensed Consolidated Statements of Cash Flows for the six months ended June
30, 1997 and 1996........................................................... F-4
Notes to Condensed Consolidated Financial Statements......................... F-5

Consolidated Financial Statements
Report of Independent Auditors............................................... F-7
Consolidated Balance Sheets as of December 31, 1996 and 1995................. F-8
Consolidated Statements of Operations for the years ended December 31, 1996,
1995 and 1994............................................................... F-9
Consolidated Statements of Shareholders' Equity for the years ended December
31, 1996, 1995 and 1994..................................................... F-10
Consolidated Statements of Cash Flows for the years ended December 31, 1996,
1995 and 1994............................................................... F-11
Notes to Consolidated Financial Statements................................... F-12
</TABLE>

F-1
<PAGE> 38

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
-------- ------------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents......................................... $ 41 $ 4,304
Restricted cash................................................... 4,597 5,104
Accounts receivable............................................... 21,993 25,922
Inventories....................................................... 19,984 21,727
Other current assets.............................................. 5,478 3,630
-------- --------
Total Current Assets................................................ 52,093 60,687
Property, plant & equipment, net.................................... 20,864 17,882
Other assets, net................................................... 2,324 2,627
-------- --------
Total Assets........................................................ $ 75,281 $ 81,196
======== ========
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable.................................................. $ 5,755 $ 8,582
Customer advances................................................. 15,359 12,698
Billings in excess of contract revenue............................ 2,325 11,444
Accrued expenses and other liabilities............................ 13,641 14,955
Current portion of long-term debt................................. 2,896 361
-------- --------
Total Current Liabilities........................................... 39,976 48,040
Long-term debt...................................................... 4,238 4,469
Deferred income taxes............................................... 591 591
Shareholders' Equity
Preferred stock, 1,000,000 shares authorized, none issued or
outstanding
Common stock, par value $.01 per share -- 30,000,000 shares
authorized, 15,325,800 and 15,304,800 shares issued at June 30,
1997 and December 31, 1996, respectively.......................... 153 102
Additional paid-in capital.......................................... 18,709 18,118
Retained earnings................................................... 21,685 14,321
Treasury stock, at cost, 897,957 and 543,878 shares at June 30, 1997
and December 31, 1996, respectively............................... (10,071) (4,445)
-------- --------
30,476 28,096
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.......................... $ 75,281 $ 81,196
======== ========
</TABLE>

The balance sheet at December 31, 1996 has been derived from the audited
consolidated financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

The accompanying notes are an integral part of these condensed consolidated
financial statements.

F-2
<PAGE> 39

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
1997 1996 1997 1996
------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Sales............................................ $41,758 $30,612 $84,198 $65,339
Cost of products sold............................ 28,284 20,828 58,556 45,538
------- ------- ------- -------
Gross Profit..................................... 13,474 9,784 25,642 19,801
Selling, general & administrative expense........ 6,326 4,383 11,712 9,290
------- ------- ------- -------
Operating Income................................. 7,148 5,401 13,930 10,511
Interest expense, net............................ 26 181 18 418
------- ------- ------- -------
Income Before Income Taxes....................... 7,122 5,220 13,912 10,093
Income taxes..................................... 2,421 1,672 4,730 3,336
------- ------- ------- -------
Net Income....................................... $ 4,701 $ 3,548 $ 9,182 $ 6,757
======= ======= ======= =======
Net Income per Common Share...................... $ 0.32 $ 0.23 $ 0.62 $ 0.45
======= ======= ======= =======
Shares used in per share calculations............ 14,733 15,195 14,846 15,167
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

F-3
<PAGE> 40

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income......................................................... $ 9,182 $ 6,757
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization................................... 1,364 1,422
Contribution of treasury stock to 401K plans.................... 338 305
Deferred income taxes........................................... 0 (110)
Increase (decrease) in cash resulting from changes in operating
assets and liabilities:
Accounts receivable........................................... 3,929 6,747
Inventory and other current assets............................ (105) (3,963)
Accounts payable and accrued liabilities...................... (4,141) 1,140
Billings in excess of contract revenue and customer
advances..................................................... (6,458) 7,501
-------- --------
Net Cash Provided By Operating Activities.......................... 4,109 19,799
INVESTING ACTIVITIES
Capital expenditures............................................... (4,239) (1,609)
Purchase of land and building at PSI............................... 0 (3,578)
Other investing activities......................................... 196 62
-------- --------
Net Cash Used In Investing Activities.............................. (4,043) (5,125)
FINANCING ACTIVITIES
Repayments of long-term debt....................................... (196) (3,053)
Repayments on credit facility...................................... (7,750) (24,000)
Borrowings on credit facility...................................... 10,250 14,500
Treasury stock and stock option transactions....................... (5,373) (382)
Dividends/distributions paid to shareholders....................... (1,767) (1,399)
-------- --------
Net Cash Used In Financing Activities.............................. (4,836) (14,334)
-------- --------
Net increase (decrease) in cash and cash equivalents................. (4,770) 340
Cash and cash equivalents at beginning of period..................... 9,408 229
-------- --------
Cash and Cash Equivalents at End of Period........................... $ 4,638 $ 569
======== ========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

F-4
<PAGE> 41

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

JUNE 30, 1997

NOTE A -- BASIS OF PREPARATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six-month period ended June 30, 1997
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1997.

All share and per-share amounts have been adjusted for a 3-for-2 stock
split which was distributed to shareholders on June 30, 1997.

NOTE B -- INVENTORIES

The components of inventory consist of the following:

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
-------- ------------
(IN THOUSANDS)
<S> <C> <C>
Raw materials.............................................. $ 10,080 $ 11,507
Work in process............................................ 10,220 10,536
Finished goods............................................. 25 25
LIFO reserve............................................... (341) (341)
-------- --------
$ 19,984 $ 21,727
======== ========
</TABLE>

NOTE C -- EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share, which is required to be adopted on December 31,
1997. At that time, the Company will be required to change the method currently
used to compute earnings per share and to restate all prior periods. Under the
new requirements for calculating basic earnings per share, the dilutive effect
of stock options will be excluded. The impact is expected to result in basic
earnings per share for the six-months ended June 30, 1997 and 1996 of $.63 and
$.45 per share, respectively. Fully diluted earnings per share for these
quarters should not be materially different than the currently disclosed
earnings per share.

NOTE D -- REVENUE RECOGNITION

The Company uses the percentage of completion method of accounting for
significant contracts. In other cases, revenue is recognized using the completed
contract method. Management performs a monthly assessment of major significant
contracts to determine if contract costs will exceed contract revenues. For
those projects where the estimated costs exceed estimated revenues, appropriate
estimated losses are recorded. The effects of any change orders are accounted
for when agreed to by the Company's customers.

F-5
<PAGE> 42

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE E -- SUBSEQUENT EVENT

On July 31, 1997, the Company completed the acquisition of Cryenco
Sciences, Inc. ("Cryenco") (NASDAQ:CSCI). Total consideration for the merger
consisted of $20.7 million for all outstanding common stock, preferred stock,
and common stock warrants.

F-6
<PAGE> 43

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Directors
of Chart Industries, Inc.

We have audited the accompanying consolidated balance sheets of Chart
Industries, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Chart Industries, Inc. and subsidiaries at December 31, 1996 and 1995, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.

ERNST & YOUNG LLP

Cleveland, Ohio
February 3, 1997

Except for Note K, as to which
the date is June 30, 1997

F-7
<PAGE> 44

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
------------------
1996 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents............................................ $ 4,304 $ 229
Restricted cash...................................................... 5,104
Accounts receivable, net of allowances of $329 and $202.............. 25,922 26,614
Inventories, net..................................................... 21,727 20,871
Unbilled contract revenue............................................ 1,402 791
Deferred income taxes................................................ 1,365 1,809
Prepaid expenses..................................................... 863 947
------- -------
Total Current Assets................................................... 60,687 51,261
Property, plant and equipment, net..................................... 17,882 11,734
Other assets, net...................................................... 2,627 3,511
------- -------
Total Assets........................................................... $81,196 $66,506
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable..................................................... $ 8,582 $ 7,764
Customer advances.................................................... 12,698 7,408
Billings in excess of contract revenue............................... 11,444 6,027
Accrued salaries, wages and benefits................................. 6,810 4,760
Contract and warranty reserves....................................... 4,710 2,743
Accrued expenses and other liabilities............................... 3,435 2,802
Current portion of long-term debt.................................... 361 2,007
------- -------
Total Current Liabilities.............................................. 48,040 33,511
Long-term debt......................................................... 4,469 12,566
Deferred income taxes.................................................. 591 1,996
Shareholders' Equity
Preferred stock, par value $.01 per share -- 1,000,000 shares
authorized, none issued or outstanding
Common stock, par value $.01 per share -- 30,000,000 shares
authorized, 15,304,800 and 15,141,891 shares issued at December
31, 1996 and 1995, respectively................................... 102 101
Additional paid-in capital........................................... 18,118 17,024
Retained earnings.................................................... 14,321 2,294
Treasury stock, at cost, 543,878 and 244,737 shares at December 31,
1996 and 1995, respectively....................................... (4,445) (986)
------- -------
28,096 18,433
------- -------
Total Liabilities and Shareholders' Equity............................. $81,196 $66,506
======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-8
<PAGE> 45

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------------
1996 1995 1994
-------- -------- -------
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C>
Sales.................................................. $148,400 $112,479 $84,258
Cost of products sold.................................. 103,398 81,704 68,450
-------- -------- -------
Gross profit........................................... 45,002 30,775 15,808
Selling, general and administrative expenses........... 21,745 18,108 15,020
Restructuring charge................................... 2,151
-------- -------- -------
Operating income (loss)................................ 23,257 12,667 (1,363)
Interest expense -- net................................ (623) (1,858) (996)
-------- -------- -------
Income (loss) before income taxes...................... 22,634 10,809 (2,359)
Income tax expense (benefit):
Current.............................................. 8,566 4,556 (50)
Deferred............................................. (961) (810) (846)
-------- -------- -------
7,605 3,746 (896)
-------- -------- -------
Net income (loss)...................................... $ 15,029 $ 7,063 $(1,463)
======== ======== =======
Net income (loss) per share............................ $ .99 $ .47 $ (.10)
======== ======== =======
Shares used in per share calculations.................. 15,186 15,099 15,053
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-9
<PAGE> 46

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL RETAINED TOTAL
SHARES COMMON PAID-IN EARNINGS TREASURY SHAREHOLDERS'
OUTSTANDING STOCK CAPITAL (DEFICIT) STOCK EQUITY
----------- ------ ---------- -------- -------- -------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1994........... 9,827 $100 $ 19,871 $ (430) $(1,123) $18,418
Net loss........................... (1,463) (1,463)
Dividends ($.19 per share)......... (2,764) (2,764)
Treasury stock acquisitions........ (11) (44) (44)
Stock options, net of tax
benefit.......................... (57) (47) 47 (57)
Contribution of treasury stock to
employee benefit plans........... 69 (134) 408 274
----- ---- -------- ------- ------- -------
Balance at December 31, 1994......... 9,885 100 16,916 (1,940) (712) 14,364
Net income......................... 7,063 7,063
Dividends ($.19 per share)......... (2,787) (2,787)
Treasury stock acquisitions........ (97) (664) (664)
Stock options, net of tax
benefit.......................... 97 1 68 (40) 150 179
Contribution of treasury stock to
employee benefit plans........... 46 40 (2) 240 278
----- ---- -------- ------- ------- -------
Balance at December 31, 1995......... 9,931 101 17,024 2,294 (986) 18,433
Net income......................... 15,029 15,029
Dividends ($.20 per share)......... (3,002) (3,002)
Treasury stock acquisitions........ (255) (3,732) (3,732)
Stock options, net of tax
benefit.......................... 115 1 737 28 766
Contribution of treasury stock to
employee benefit plans........... 50 357 245 602
----- ---- -------- ------- ------- -------
Balance at December 31, 1996......... 9,841 $102 $ 18,118 $14,321 $(4,445) $28,096
===== ==== ======== ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-10
<PAGE> 47

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------
1996 1995 1994
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)...................................... $ 15,029 $ 7,063 $ (1,463)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization....................... 2,708 2,742 2,698
Deferred income taxes............................... (961) (810) (846)
Contribution of treasury stock to employee benefit
plans............................................. 602 278 274
Increase (decrease) in cash resulting from changes
in operating assets and liabilities:
Accounts receivable............................... 692 (6,720) (4,740)
Inventory and other current assets................ (1,383) (3,779) 3,342
Accounts payable and accrued liabilities.......... 5,468 4,042 3,862
Billings in excess of contract revenue and
customer advances.............................. 10,707 6,022 3,628
-------- -------- --------
Net Cash Provided by Operating Activities.............. 32,862 8,838 6,755
INVESTING ACTIVITIES
Capital expenditures................................... (4,868) (2,111) (1,333)
Acquisition of the PSI building........................ (3,578)
Acquisition of net assets from CVI Incorporated........ (650)
Other investing activities............................. 474 75 (640)
-------- -------- --------
Net Cash Used in Investing Activities.................. (7,972) (2,036) (2,623)
FINANCING ACTIVITIES
Borrowing under Industrial Revenue Bond................ 5,000
Principal payments on long-term debt................... (3,243) (2,007) (15)
Repayments on credit facility.......................... (44,750) (40,500) (32,000)
Borrowings on credit facility.......................... 33,250 39,000 30,250
Purchase of treasury stock............................. (3,732) (664) (44)
Stock options exercised................................ 766 179 (57)
Dividends paid to shareholders......................... (3,002) (2,787) (2,764)
-------- -------- --------
Net Cash Used in Financing Activities.................. (15,711) (6,779) (4,630)
-------- -------- --------
Net increase (decrease) cash equivalents................. 9,179 23 (498)
Cash and cash equivalents at beginning of year........... 229 206 704
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR................. $ 9,408 $ 229 $ 206
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-11
<PAGE> 48

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A -- NATURE OF OPERATIONS

The Company is involved in the engineering and manufacturing of industrial
equipment and systems for the cryogenic and process industries and various
research applications. Substantially all of the Company's sales and trade
accounts receivable are related to the air separation, hydrocarbon and chemical
processing and power generation industries and laboratories related to space and
high physics research located throughout the world. The Company requires
customer advances when appropriate to reduce risk and provide working capital.
Sales to U.S. government funded projects accounted for 11%, 5% and 3% of
consolidated sales in 1996, 1995 and 1994, respectively and an $800,000 accounts
receivable balance at December 31, 1996. Ten customers accounted for 53% of
consolidated sales in 1996.

NOTE B -- SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The consolidated financial statements include
the accounts of the Company and its subsidiaries. Intercompany accounts and
transactions are eliminated in consolidation. Certain items in previous
financial statements have been reclassified to conform to 1996 presentation.

Cash and Cash Equivalents: The Company considers all investments with an
initial maturity of three months or less when purchased to be cash equivalents.
The 1996 amount includes $5,104,000 of proceeds and interest income related to
the issuance of the industrial revenue bond in 1996 which have not yet been
released from escrow for the ALTEC expansion (see Note C).

Intangible Assets: Intangible assets are carried at cost less applicable
amortization and amounted to $2,258,000 at December 31, 1996 and $2,860,000 at
December 31, 1995. The accumulated amortization included in these amounts was
$387,000 and $190,000 in 1996 and 1995, respectively. Intangibles are amortized
on the straight-line method over the periods of expected benefit, but not in
excess of 15 years. Such amounts are classified as other assets in the
accompanying balance sheets. Total amortization was $507,000, $499,000 and
$321,000 in 1996, 1995 and 1994, respectively.

Inventories: Inventories are stated at the lower of cost or market with
cost being determined by both the last-in, first-out ("LIFO") method
(approximately 75% and 69% of total inventory at December 31, 1996 and 1995,
respectively), and the first-in, first-out ("FIFO") method. The components of
inventory on a first-in, first-out basis are as follows:

<TABLE>
<CAPTION>
DECEMBER 31
----------------------
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Raw materials and supplies..................................... $ 11,507 $ 12,538
Work in process................................................ 10,536 8,784
Finished goods................................................. 25 181
LIFO reserve................................................... (341) (632)
-------- --------
$ 21,727 $ 20,871
======== ========
</TABLE>

Property, Plant and Equipment: Property, plant and equipment are stated on
the basis of cost. Expenditures for maintenance, repairs and renewals are
charged to expense as incurred, whereas major betterments are capitalized. The
cost of applicable assets is depreciated over their estimated useful lives.
Depreciation is computed using the straight-line method for financial reporting
purposes and accelerated methods for income tax purposes. The following table
shows original costs and the estimated useful lives of the different types of
assets:

F-12
<PAGE> 49

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

<TABLE>
<CAPTION>
CLASSIFICATION EXPECTED USEFUL LIFE 1996 1995
--------------------------------------- ------------------------ -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Land and buildings..................... 20-35 years (buildings) $ 10,831 $ 6,753
Machinery and equipment................ 3-12 years 14,724 13,287
Furniture and fixtures................. 3-5 years 2,256 2,050
Construction in process........................................... 2,793 171
-------- --------
30,604 22,261
Less accumulated depreciation..................................... 12,722 10,527
-------- --------
Total Property, Plant and Equipment.......................... $ 17,882 $ 11,734
======== ========
</TABLE>

The property, plant and equipment at PEI was evaluated for impairment
during 1994 and a writedown of $320,000 was included in a restructuring charge
taken in the second quarter of 1994.

Property, plant and equipment along with the intangible assets are
periodically evaluated for impairment. The Company assesses impairment for each
of its operating units by measuring future cash flows against the carrying value
of these long-lived assets. If the future undiscounted cash flows are less than
the carrying amount, an impairment reserve is recorded.

Revenue Recognition: The Company uses the percentage of completion method
of accounting for significant contracts. Earned revenue is based on the
percentage that incurred costs to date bear to total estimated costs after
giving effect to the most recent estimates of total cost. Earned revenue on jobs
in process totalled $52.6 million at December 31, 1996. Timing of amounts billed
on contracts varies greatly from contract to contract causing high variation in
working capital needs. Amounts billed on percentage completion jobs in process
totalled $62.6 million at December 31, 1996. The cumulative impact of revisions
in total cost estimates during the progress of work is reflected in the period
in which these changes become known. Earned revenue reflects the original
contract price adjusted for agreed upon claim and change order revenue, if any.
Losses expected to be incurred on jobs in process, after consideration of
estimated minimum recoveries from claims and change orders, are charged to
income as soon as such losses are known. Otherwise, revenue is recognized when
the products are completed or shipped.

Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates especially in regards to the percentage of completion method of
revenue recognition.

Deferred Income Taxes: The Company and its subsidiaries file a
consolidated federal income tax return. Deferred income taxes are provided for
temporary differences between financial reporting and the consolidated tax
return in accordance with the liability method.

Net Income (Loss) Per Share: The weighted average number of common shares
and common share equivalents (stock options) outstanding in each year is used to
compute net income (loss) per share.

Employee Stock Options: The Company has elected to follow Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
25) and related Interpretations in accounting for its employee stock options.
Under APB 25, because the exercise price of the Company's employee stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.

F-13
<PAGE> 50

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE C -- LONG-TERM DEBT

The Company currently maintains a consolidated credit and revolving loan
facility ("Facility") which provides for loans of up to $25 million, of which
$10 million may be available for the issuance of letters of credit. The Company
had no borrowings at December 31, 1996 and $11.5 million outstanding at December
31, 1995. The Facility extends to June 30, 1998. The Facility provides the bank
with a secured interest in substantially all of the property, plant and
equipment of the Company.

Under the terms of the Facility, loans (including draws under any proposed
letters of credit) will bear interest, at the Company's option, at a rate equal
to the bank's base rate (8.25 percent at December 31, 1996) or LIBOR plus 1.25
percent per annum. Based on the Company's financial position, the Company and
its banks have agreed to adjust the LIBOR differential on a set schedule. The
Company is also required to pay a commitment fee of .375% per annum on the
unused portion of the Facility, payable quarterly in arrears.

The Facility contains certain covenants and conditions which impose
limitations on the Company and its operating units, including meeting certain
financial tests and the maintenance of certain financial ratios on a
consolidated basis such as: minimum current ratio, minimum net worth, maximum
leverage, minimum interest coverage ratio and minimum fixed charge ratio. As of
December 31, 1996, the Company was in compliance with all covenants and
conditions. The Company has outstanding letters of credit totaling $2,635,000
all backed up by the Facility.

As part of the expansion of the ALTEC facility, the Company issued
Industrial Development Revenue Bonds (IRB) totaling $5 million during 1996 ($4.8
million outstanding at December 31, 1996). The bonds are collateralized by the
equipment related to the expansion. These notes pay interest at 6.3 percent and
have maturities in the next five years as follows: 1997 -- $361,000;
1998 -- $405,000; 1999 -- $431,000; 2000 -- $459,000 and 2001 -- $489,000. The
Company is required to spend these monies on the current expansion and has
commitments with vendors covering this work. All funds should be released from
escrow by the end of 1997.

The Company was able to repay during 1996 all remaining maturities of the
notes issued as part of the acquisition of CVI without any early retirement
costs.

Interest paid was $688,000 in 1996, $1,799,000 in 1995, and $800,000 in
1994.

NOTE D -- RESTRUCTURING CHARGE

During 1994, the Company elected to substantially restructure PEI's
operations. A restructuring charge was recorded during the second quarter of
1994 for the costs of employee severance (approximately $1.3 million),
lease-buyouts, excess inventory and machinery disposals (approximately $1.2
million) and the eventual sale of the land and buildings and other expenses
associated with the anticipated plant closure.

In October 1994, the Company announced its intention to maintain the
operations of PEI at its current Plaistow, New Hampshire location. The decision
to continue operations followed the termination of a proposed joint venture and
identification of substantial restructuring opportunities and cost reductions at
the Plaistow facility. In addition, PEI reached an agreement with its union work
force which is expected to permit meaningful operating concessions.

The original restructuring charge was reduced by $1.1 million reflecting
reductions in employee severance, lease buyouts and costs related to the
eventual sale of the land and buildings. The remaining $2.15 million
restructuring charge includes severance and other employee-related costs due to
the restructuring, write-off of inventory and equipment related to products no
longer

F-14
<PAGE> 51

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

manufactured, certain costs of the terminated joint venture negotiations and the
impairment in value of the land and building.

NOTE E -- INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. At December 31, 1996, the
Company had net operating loss carryforwards for income tax purposes of $947,000
that expire in years 2003 through 2006. These carryforwards resulted from the
Company's 1991 acquisition of Process Engineering and are subject to Separate
Return Limitation Year (SRLY) and Section 382 limitations imposed by the
Internal Revenue Code of 1986, as amended, and the regulations thereunder.
Significant components of the Company's deferred tax liabilities and assets are
as follows:

<TABLE>
<CAPTION>
DECEMBER 31
--------------------
1996 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax liabilities:
Property, plant and equipment.................................. $ 1,506 $ 1,524
Inventory...................................................... 1,243 959
Other -- net................................................... 159 461
------- -------
TOTAL DEFERRED TAX LIABILITIES.............................. 2,908 2,944
Deferred tax assets:
Accruals and reserves.......................................... 3,332 2,154
Net operating loss carryforwards............................... 322 683
Other -- net................................................... 28 290
------- -------
TOTAL DEFERRED TAX ASSETS................................... 3,682 3,127
Valuation allowance for deferred tax assets...................... 0 (370)
------- -------
Net deferred tax assets.......................................... 3,682 2,757
------- -------
NET DEFERRED TAX (ASSETS)/LIABILITIES....................... $ (774) $ 187
======= =======
</TABLE>

Significant components of the provision for income taxes attributable to
continuing operations are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
------------------------------
1996 1995 1994
------- ------- ------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal................................................. $ 7,936 $ 4,015 $ (185)
State................................................... 630 541 135
------- ------- ------
8,566 4,556 (50)
Deferred:
Federal................................................. (850) (644) (846)
State................................................... (111) (166)
------- ------- ------
(961) (810) (846)
------- ------- ------
$ 7,605 $ 3,746 $ (896)
======= ======= ======
</TABLE>

F-15
<PAGE> 52

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The reconciliation of income tax attributable to continuing operations
computed at the U.S. federal statutory tax rates to income tax expense is:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------------------------------------
1996 1995 1994
------------------ ------------------ ------------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ ------- ------ -------
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C>
Tax at U.S. statutory rates......... $7,922 35.0% $3,684 34.0% $(802) (34.0%)
State income taxes, net of federal
tax benefit....................... 337 1.5 248 2.3 89 3.8
Reversal of valuation allowance..... (370) (1.6)
Federal tax benefit of Foreign Sales
Corp.............................. (213) (.9) (122) (1.1) (96) (4.1)
Other -- net........................ (71) (.4) (64) (.5) (87) (3.7)
------ ---- ------ ---- ---- -----
$7,605 33.6% $3,746 34.7% $(896) (38.0%)
====== ==== ====== ==== ==== =====
</TABLE>

The Company paid approximately $8 million and $3.1 million in income taxes
in 1996 and 1995, respectively.

NOTE F -- EMPLOYEE BENEFIT PLANS

The Company has two defined benefit pension plans which cover approximately
41% of their workforce. The plan benefits are based on either an average of the
employee's compensation for certain periods during their employment or fixed
amounts per year of service as negotiated with the employees' collective
bargaining unit. The Company's funding policy is to contribute at least the
minimum funding amounts required by law. Plan assets consist primarily of U.S.
Treasury notes and corporate stocks and bonds.

The actuarially computed combined pension cost included the following
components for the years ended December 31:

<TABLE>
<CAPTION>
1996 1995 1994
----- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost of current period............................. $281 $204 $198
Interest cost on projected benefit obligation.............. 302 264 230
Actual return on plan assets............................... (290) (530) 39
Net amortization and deferrals............................. 18 296 (279)
---- ---- ----
TOTAL PENSION COST....................................... $311 $234 $188
==== ==== ====
</TABLE>

F-16
<PAGE> 53

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The following table sets forth the funded status and amounts recognized in
the balance sheets as of December 31:

<TABLE>
<CAPTION>
ASSETS EXCEED ACCUMULATED
ACCUMULATED BENEFITS EXCEED
BENEFITS ASSETS
------------------ ------------------
1996 1995 1996 1995
------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Actuarial present value of benefit obligation
Vested benefit obligation........................ $ 2,047 $ 1,992 $ 1,299 $ 1,131
======= ======= ======= =======
Accumulated benefit obligation................... 2,140 2,067 $ 1,544 $ 1,372
======= ======= ======= =======
Projected benefit obligation....................... 3,115 2,932 $ 1,544 $ 1,372
Plan assets at fair value.......................... 3,129 2,896 1,272 987
------- ------- ------- -------
Plan assets in excess of (under) projected benefit
obligation....................................... 14 (36) (272) (385)
Unrecognized prior service cost.................... 173 184
Unrecognized net actuarial loss/(gain)............. 766 727 (45) (36)
------- ------- ------- -------
Prepaid Assets (Liabilities).................. 780 691 (144) (165)
======= ======= ======= =======
</TABLE>

The assumptions used in determining pension cost and funded status
information are as follows:

<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Discount rate........................................................ 7 % 7 %
Rate of increase in compensation..................................... 4-5 % 4-5 %
Expected long-term rate of return on assets.......................... 8 % 8 %
</TABLE>

The Company has defined contribution savings plans that cover most of its
employees. Company contributions to the plans are based on employee
contributions and the level of Company match and discretionary contributions.
Expenses under the plans totaled $1,127,000, $907,000, and $871,000 for the
years 1996, 1995 and 1994, respectively.

F-17
<PAGE> 54

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE G -- STOCK OPTION PLANS

In July 1992, the Company adopted a Key Employee Stock Option Plan which
provides for the granting of options to purchase shares of Common Stock to
certain key employees of the Company. In May 1996, shareholders approved an
increase in the amount of shares authorized for the Plan to 922,500 shares of
Common Stock. Nonqualified stock options are exercisable for up to 10 years at
an option price determined by the Compensation Committee of the Board of
Directors.

Certain information for 1996, 1995 and 1994 relative to the Key Employee
Stock Option Plan is summarized below:

<TABLE>
<CAPTION>
1996 1995 1994
--------------------- --------------------- ---------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
NUMBER EXERCISE NUMBER EXERCISE NUMBER EXERCISE
OF SHARES PRICE OF SHARES PRICE OF SHARES PRICE
--------- -------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of
year............................ 453,497 $ 1.76 500,703 $ 1.76 519,593 $ 1.63
Granted........................... 180,000 9.39 101,250 4.00 15,000 2.75
Exercised......................... (146,747) 1.07 (145,456) .17 (33,890) .12
Expired or canceled............... -- (3,000) 3.67 --
------- ------ ------- ------ ------- ------
Outstanding at end of year........ 486,750 $ 5.72 453,497 $ 1.76 500,703 $ 1.76
======= ====== ======= ====== ======= ======
Exercisable at end of year........ 128,250 208,997 305,703
======= ======= =======
Weighted-average fair value of
options granted during the
year............................ $ 3.69 $ 1.57 N/A
====== ====== ======
Participants at end of year....... 35 32 32
======= ======= =======
Available for future grant at end
of year......................... 34,658 64,658 87,908
======= ======= =======
</TABLE>

Exercise prices for options outstanding as of December 31, 1996 ranged from
$.12 to $10.583. The weighted-average remaining contractual life of those
options is 8.2 years. Certain information for ranges of exercise prices is
summarized below:

<TABLE>
<CAPTION>
OUTSTANDING EXERCISABLE
-------------------------------------- ----------------------
WEIGHTED AVERAGE WEIGHTED
------------------------ AVERAGE
NUMBER EXERCISE CONTRACTUAL NUMBER EXERCISE
EXERCISE PRICE OF SHARES PRICE LIFE OF SHARES PRICE
- ---------------------------------------- --------- -------- ----------- --------- --------
<S> <C> <C> <C> <C> <C>
Less than $6.67......................... 314,250 $ 3.61 7.4 128,250 $ 3.33
Equal to or greater than $6.67.......... 172,500 9.57 9.6 0 --
</TABLE>

In May 1996, the Shareholders approved the 1996 Outside Directors Stock
Option Plan which provides for the granting of options to purchase up to 112,500
shares of Common Stock. The option price for options granted under the Plan to
outside Directors will be equal to the fair market value of a share of Common
Stock on the date of grant and will be exercisable for a period of ten years
from the date of grant exercisable in 33.3% increments on each of the first
through the third anniversaries of the date of grant.

F-18
<PAGE> 55

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

Certain information for 1996, 1995 and 1994 relative to the Outside
Directors Stock Option Plans is summarized below:

<TABLE>
<CAPTION>
1996 1995 1994
--------------------- --------------------- ---------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
NUMBER EXERCISE NUMBER EXERCISE NUMBER EXERCISE
OF SHARES PRICE OF SHARES PRICE OF SHARES PRICE
--------- -------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year....... 45,000 $ 2.86 30,000 $ 2.67 0
Granted................................ 15,000 5.25 15,000 3.25 30,000 $ 2.67
Exercised.............................. (25,002) 2.79
Expired or canceled....................
------- ------ ------- ------ ------- ------
Outstanding at end of year............. 34,998 3.94 45,000 2.86 30,000 2.67
======= ====== ======= ====== ======= ======
Exercisable at end of year............. 0 10,000 0
======= ======= =======
Weighted-average fair value of options
granted during the year.............. $ 1.52 $ .94 N/A
====== ====== ======
Participants at end of year............ 2 2 2
======= ======= =======
Available for future grant at end of
year................................. 97,500 60,000 45,000
======= ======= =======
</TABLE>

Pro forma information regarding net income and earnings per share is
required by FASB Statement No. 123, "Accounting for Stock-Based Compensation",
which also requires that the information be determined as if the Company has
accounted for its employee stock options granted subsequent to December 31,
1994, under the fair value method of that Statement. The fair value for these
options was estimated at the date of grant using a Black-Scholes option pricing
model with the following weighted-average assumptions for 1996 and 1995:
risk-free interest rates of 6.7%; dividend yields of 2%; volatility factors of
the expected market price of the Company's common stock of .38; and a
weighted-average expected life of the option of six (6) years for key employee
options and three (3) years for outside directors options.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's Key Employee and Outside Directors stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of these
stock options.

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows (in thousands except for earnings per share
information):

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Pro forma net income............................................. $ 14,971 $ 7,051
Pro forma earnings per share..................................... $ .99 $ .47
</TABLE>

Because FASB Statement No. 123 is applicable only to options granted
subsequent to December 31, 1994, its pro forma effect will not be fully
reflected until 1999.

NOTE H -- LEASE COMMITMENTS

The Company had $774,000, $800,000 and $417,000 of rental expenses in 1996,
1995 and 1994, respectively. At December 31, 1996, future minimum lease payments
for non-cancelable

F-19
<PAGE> 56

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

operating leases for the next five years totaled $2.1 million and are payable as
follows: 1997 -- $679,000; 1998 -- $542,000; 1999 -- $435,000; 2000 -- $275,000;
and 2001 -- $216,000.

NOTE I -- CONTINGENCIES

The Company's operating units are parties, in the ordinary course of their
businesses, to various legal actions related to performance under contracts,
product liability and other matters, several of which actions claim substantial
damages. The Company believes these legal actions will not have a material
effect on the Company's financial position or liquidity. The Company is subject
to federal, state and local environmental laws and regulations concerning, among
other matters, waste water effluents, air emissions and handling and disposal of
hazardous materials such as cleaning fluids.

As part of its ongoing environmental compliance and monitoring programs,
the Company is voluntarily developing work plans for environmental conditions
involving certain of its operating facilities. Based upon the Company's study of
the known conditions and its prior experience in investigating and correcting
environmental conditions, the Company estimates that the potential costs of
these site remediation efforts will not be material to the financial position or
liquidity of the Company. Approximately $1.4 million for these costs is recorded
in accrued liabilities at December 31, 1996 for known environmental matters.
These expenditures are expected to be made mostly in the next year, if the
necessary regulatory agency approvals of the Company's work plans are obtained.
Though the Company believes it has adequately provided for the cost of all known
environmental conditions, the applicable regulatory agencies could insist upon
different and more costly remediative measures than those the Company believes
are adequate or required by existing law. Otherwise, the Company believes that
it is currently in compliance with all known material and applicable
environmental regulations.

NOTE J -- QUARTERLY DATA (UNAUDITED)

Selected quarterly data for the years ended December 31, 1996 and 1995 are
as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
-----------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER TOTAL
--------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Sales............................. $ 34,727 $ 30,612 $ 37,970 $ 45,091 $ 148,400
Gross profit...................... 10,017 9,784 11,277 13,924 45,002
Operating income.................. 5,110 5,401 5,951 6,795 23,257
Net income........................ 3,209 3,548 3,813 4,459 15,029
Net income per share.............. .21 .23 .25 .29 .99
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER TOTAL
--------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Sales............................. $ 25,521 $ 29,236 $ 26,704 $ 31,018 $ 112,479
Gross profit...................... 6,608 7,867 7,266 9,034 30,775
Operating income.................. 1,722 3,119 3,501 4,325 12,667
Net income........................ 780 1,648 2,057 2,578 7,063
Net income per share.............. .05 .11 .13 .17 .47
</TABLE>

F-20
<PAGE> 57

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE K -- SUBSEQUENT EVENT

All shares of common stock (except for the shares outstanding in the
Consolidated Statements of Shareholders' Equity) and per share amounts have been
adjusted to give retroactive effect to a three-for-two stock split effected in
the form of a 50% stock dividend distributed on June 30, 1997 to shareholders of
record on June 16, 1997.

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share," which is required to be adopted on December 31,
1997. At that time, the Company will be required to change the method currently
used to compute earnings per share and to restate all prior periods. Under the
new requirements for calculating primary earnings per share, the dilutive effect
of stock options will be excluded. The impact of Statement 128 on the
calculation of primary and fully diluted earnings per share for these years is
not expected to be material.

F-21
<PAGE> 58

======================================================

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY SECURITY OTHER THAN THE COMMON STOCK, NOR DOES IT CONSTITUTE AN
OFFER OR SOLICITATION IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION, OR AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION
IS NOT QUALIFIED TO DO SO. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 7
Recent Developments................... 9
Use of Proceeds....................... 10
Price Range of Common Stock and
Dividend Policy..................... 11
Capitalization........................ 12
Pro Forma Financial Data.............. 13
Selected Consolidated Financial
Data................................ 16
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 17
Business.............................. 22
Management............................ 30
Principal and Selling Stockholders.... 32
Underwriting.......................... 33
Incorporation of Certain Documents by
Reference........................... 34
Validity of Common Stock.............. 34
Experts............................... 35
Available Information................. 35
Index to Consolidated Financial
Statements.......................... F-1
</TABLE>

======================================================
======================================================

2,800,000 SHARES

[CHART INDUSTRIES, INC. LOGO]

CHART INDUSTRIES, INC.

COMMON STOCK
($.01 PAR VALUE)
SCHRODER & CO. INC.

MCDONALD & COMPANY
SECURITIES, INC.
, 1997

======================================================
<PAGE> 59

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a list of the expenses to be incurred by the Company in
connection with the distribution of the Common Stock being registered hereby.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................... $ 19,789
National Association of Securities Dealers, Inc. filing fee........... 7,031
New York Stock Exchange listing fee................................... 29,500
Printing costs........................................................ 150,000*
Accounting fees and expenses.......................................... 100,000*
Legal fees and expenses (not including Blue Sky)...................... 175,000*
Miscellaneous......................................................... 31,180*
---------
Total............................................................ $ 512,500*
=========
</TABLE>

- ---------------

* Estimated

The Selling Stockholders will reimburse the Company for their pro rata
portion of the Securities and Exchange Commission registration fee and National
Association of Securities Dealers, Inc. filing fee.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law of the State of
Delaware sets forth the conditions and limitations governing the indemnification
of officers, directors and other persons.

Article VII of the Company's Amended and Restated By-Laws (the "By-Laws")
provides in part that the Company shall indemnify any Director or officer who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, either civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a Director or
officer of the Company, or is or was serving at the request of the Company, as a
Director or officer of certain other entities, against all expense, liability
and loss reasonably incurred or suffered by such person in connection with such
action, suit or proceeding, and under certain circumstances, whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the Company. Responsibility for determinations with
respect to such indemnification shall be made by the Board of Directors, by
independent legal counsel or by the stockholders of the Company.

The Company has also entered into indemnity agreements (the "Indemnity
Agreements") with its Directors and officers that expand the protection provided
to the Company's Directors and officers and are based upon sections of the
General Corporation Law of the State of Delaware and Article VII of the
Company's By-Laws that recognize the validity of additional indemnity rights
granted by agreement. The substantive content of the Indemnity Agreements and
Article VII of the By-Laws is substantially the same except that, pursuant to
the Indemnity Agreements, indemnity is expressly provided for settlements in
derivative actions and partial indemnification is permitted in the event that
the Director or officer is not entitled to full indemnification.

Both the General Corporation Law of the State of Delaware and Article VII
of the Company's By-Laws provide that the Company may maintain insurance to
cover loss incurred pursuant to liability of Directors and officers of the
Company, which insurance, if any, may cover liabilities of Directors and
officers of the Company arising under the Securities Act of 1933, as amended
(the "Securities Act").

II-1
<PAGE> 60

Reference is made to Section 8 of the Underwriting Agreement (Exhibit 1.1
to this Registration Statement) which provides for indemnification of the
Registrant's officers, Directors and controlling persons by the Underwriters
against certain civil liabilities, including liabilities under the Securities
Act.

ITEM 16. EXHIBITS.

See Exhibit Index at page E-1 of this Registration Statement.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each posteffective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide public offering thereof.

II-2
<PAGE> 61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on September 9, 1997.

CHART INDUSTRIES, INC.

By /s/ Don A. Baines
---------------------------------
Don A. Baines
Chief Financial Officer and
Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on September 9, 1997, by the
following persons in the capacities indicated:

<TABLE>
<CAPTION>
SIGNATURES TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>

/s/ ARTHUR S. HOLMES* Chairman and Chief Executive Officer and a
- --------------------------------------------- Director (Principal Executive Officer)
Arthur S. Holmes

/s/ DON A. BAINES Chief Financial Officer and Treasurer and a
- --------------------------------------------- Director (Principal Financial and Accounting
Don A. Baines Officer)

/s/ RICHARD J. CAMPBELL* Director
- ---------------------------------------------
Richard J. Campbell

/s/ LAZZARO G. MODIGLIANI* Director
- ---------------------------------------------
Lazzaro G. Modigliani

/s/ ROBERT G. TURNER, JR.* Director
- ---------------------------------------------
Robert G. Turner, Jr.
</TABLE>

/s/ DON A. BAINES
- ------------------------------------------------

* By Don A. Baines, as attorney-in-fact

II-3
<PAGE> 62

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ ------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.*
2.1 Plan and Agreement of Merger, dated April 30, 1997, by and among the Company,
Greenville Tube Corporation, Chart Acquisition Company, Inc. and Cryenco Sciences,
Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K dated July 31, 1997).
4.1 Amended and Restated Certificate of Incorporation of the Company.
4.2 Amended and Restated By-Laws of the Company.
4.3 Specimen Certificate of the Company's Common Stock.
4.4 Credit Agreement by and among the Company, ALTEC International Limited Partnership,
ALTEC, Inc., Chart Management Company, Inc., Chart Industries Foreign Sales
Corporation, Greenville Tube Corporation, and Process Systems International Inc. and
National City Bank and NBD Bank, dated July 29, 1997 (incorporated by reference to
Exhibit 10.20 to the Company's Current Report on Form 8-K dated July 31, 1997).
5.1 Opinion of Calfee, Halter & Griswold LLP.
23.1 Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power(s) of Attorney.
</TABLE>

- ---------------

* To be filed by amendment or incorporated by reference herein.

E-1

<PAGE> 1
Exhibit 4.1

RESTATED CERTIFICATE OF INCORPORATION
OF
CHART INDUSTRIES, INC.

Pursuant to Sections 242 and 245
of the Delaware General Corporation Law

The undersigned, Arthur S. Holmes and Thomas F. McKee, being the
President and the Secretary, respectively, of Chart Industries, Inc., a
Delaware corporation (the "Corporation"), hereby certify as follows:

1. The name of the Corporation is Chart Industries, Inc.

2. The Certificate of Incorporation of the Corporation was filed with
the Secretary of State of Delaware on June 25, 1992.

3. The Certificate of Incorporation of the Corporation was amended by
that certain Certificate of Amendment filed with the Secretary of State of
Delaware on November 23, 1992.

4. The amendment and restatement of the Certificate of Incorporation
as hereinafter set forth has been duly adopted in accordance with the
provisions of Sections 242 and 245 of the Delaware General Corporation Law, in
the manner prescribed by such Section 242.

5. The Certificate of Incorporation of the Corporation is hereby
amended and restated in full to read as follows:

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/03/1992
923385141 - 2302068
<PAGE> 2

RESTATED CERTIFICATE OF INCORPORATION
OF
CHART INDUSTRIES, INC.

ARTICLE I: NAME

The name of the Corporation is Chart Industries, Inc.

ARTICLE II: REGISTERED OFFICE

The address of the registered office of the Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, and the name of its registered agent at that address is
The Corporation Trust Company.

ARTICLE III: PURPOSE

The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law, as the same exists or may hereafter be amended (provided that
the effect of any such amendment shall be prospective only) (the "Delaware
Law").

ARTICLE IV: AUTHORIZED CAPITAL STOCK

SECTION 1. NUMBER OF AUTHORIZED SHARES. The total number of
shares of all classes of stock that the Corporation shall have authority to
issue is Thirty-One Million (31,000,000), consisting of Thirty Million
(30,000,000) shares of common stock, par value $.01 per share (the "Common
Stock"), and One Million (1,000,000) shares of preferred stock, par value $.01
per share (the "Preferred Stock"). Each of the issued shares of Common Stock
is hereby changed by splitting each such share into 16,609.1 shares, and the
par value of the subdivided shares is adjusted so that the par value of each
such share of Common Stock of the Corporation shall equal $0.01 per share.
Said change and adjustment shall become effective upon filing of this Amended
and Restated Certificate of Incorporation with the Secretary of State of
Delaware.

SECTION 2. DIVIDENDS AND DISTRIBUTIONS. Subject to the
preferences applicable to Preferred Stock outstanding at any time, the holders
of shares of Common Stock shall be entitled to receive such dividends, payable
in cash or otherwise, as may be declared thereon by the Board of Directors from
time to time out of assets or funds of the Corporation legally available
therefor, provided that each share of Common Stock shall be equal in respect of
rights to dividends and other distributions in cash, stock or property of the
Corporation.

SECTION 3. VOTING RIGHTS. Each share of Common Stock shall
entitle the holder thereof to one vote on all matters submitted to a vote of
the stockholders of the Corporation.
<PAGE> 3
rights of holders of Common Stock shall be subject to the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof, of the
Preferred Stock. The right of any holder of any class of stock to vote
cumulatively is expressly denied.

SECTION 4. ACTION BY WRITTEN CONSENT. The right of the
stockholders to take any action by consent in writing without a regular or
special meeting of the stockholders is expressly denied.

SECTION 5. PREFERRED STOCK. The Board of Directors of the
Corporation may by resolution authorize the issuance of shares of Preferred
Stock from time to time in one or more series. Shares of Preferred Stock that
are redeemed, purchased or otherwise acquired by the Corporation may be
reissued except as otherwise provided by law. The Board of Directors is hereby
authorized to fix or alter the designations, powers and preferences, and
relative, participating, optional or other rights, if any, and qualifications,
limitations or restrictions thereof, including, without limitation, dividend
rights (and whether dividends are cumulative), conversion rights, if any,
voting rights (including the number of votes, if any, per share, as well as the
number of members, if any, of the Board of Directors each series of Preferred
Stock may be entitled to elect), rights and terms of redemption (including
sinking fund provisions, if any), redemption price and liquidation preferences
of any wholly unissued series of Preferred Stock, and the number of shares
constituting any such series and the designation thereof, and to increase or
decrease the number of shares of any such series subsequent to the issuance of
shares of such series, but not below the number of shares of such series then
outstanding. Notwithstanding the foregoing, the Board of Directors shall have
no power to alter the rights of any shares of Preferred Stock then outstanding
without the consent of the holders of a majority of the outstanding shares the
rights of which are to be altered.

SECTION 6. DISTRIBUTIONS UPON LIQUIDATION. In the event of any
dissolution, liquidation or winding up of the affairs of the Corporation in
accordance with applicable law, whether voluntary or involuntary, after payment
or provision for payment of the debts and other liabilities of the Corporation,
the holders of each series of Preferred Stock, if any, shall be entitled to
receive, out of the net assets of the Corporation, an amount for each share of
such series of Preferred Stock equal to the amount fixed and determined by the
Board of Directors in the resolution or resolutions creating such series and
providing for the issuance of such shares, plus an amount equal to all
dividends accrued and unpaid on shares of such series to the date fixed for
distribution, and no more, before any of the assets of the Corporation shall be
distributed or paid over to the holders of Common Stock. After payment in full
of said amounts to the holders of Preferred Stock of all series, the remaining
assets and funds of the Corporation shall be divided among and paid
to the holders of shares of Common

-2-
<PAGE> 4
Stock. If, upon such dissolution, liquidation or winding up, the assets of the
Corporation distributable as aforesaid among the holders of Preferred Stock of
all series shall be insufficient to permit full payment to them of said
preferential amounts, then such assets shall be distributed ratably among such
holders of Preferred Stock in proportion to the respective total amounts that
they shall be entitled to receive as provided in this Section 6.

ARTICLE V: BOARD OF DIRECTORS

A. The Board of Directors shall consist of not less than three (3) nor
more than fifteen (15) members and shall be divided into three classes, Class
I, Class II and Class III, which shall be as nearly equal in number as
possible. Subject to the foregoing limitations, the number of Directors shall
be fixed by, or in the manner provided in, the By-laws of the Corporation. In
the event the total number of Directors is not divisible by three (3), an extra
Director shall be assigned to Class I if there is one (1) extra Director to be
assigned among the classes, and an extra Director shall be assigned to each of
Classes I and II if there are two (2) extra Directors to be assigned among the
classes. The Directors to be elected at each annual meeting of stockholders
shall be only the members of the class whose term of office then expires. The
term of office of the initial Directors in each respective class shall be as
follows: (a) Directors in Class I shall hold office until the first annual
meeting of stockholders, which shall be held in 1993; (b) Directors in Class II
shall hold office until the annual meeting of stockholders held in 1994; and
(c) Directors in Class III shall hold office until the annual meeting of
stockholders held in 1995. Each Director elected at any stockholders' meeting
commencing with the 1993 annual meeting shall serve for a term ending on the
date of the third annual meeting of stockholders following the meeting at which
such Director was elected. Elections of Directors need not be by written ballot
unless the By-laws of the Corporation shall so provide.

B. In the event of any increase or decrease in the authorized number of
Directors, (a) each Director then serving as such shall nevertheless continue
as a Director of the class of which he or she is a member until the expiration
of his or her current term, or his or her prior death, retirement, resignation,
or removal, and (b) the newly created or eliminated directorships resulting
from such increase or decrease shall be apportioned by the Board of Directors
among the three classes of Directors as provided above in this Article V.

C. Notwithstanding any of the foregoing provisions of this Article,
each Director shall serve until his or her successor is elected and qualified
or until his or her prior death, retirement, resignation or removal. No
Director may be removed except for cause and (in addition to the affirmative
vote which may be required of the holders of any series of Preferred Stock
which may then be outstanding) by the affirmative vote of the holders of at

-3-

<PAGE> 5
least a majority of the outstanding shares of Common Stock of the Corporation
entitled to vote thereon. Should a vacancy occur or be created, whether arising
through death, resignation or removal of a Director or through an increase in
the number of Directors, such vacancy shall be filled by a majority vote of the
Directors then in office, or by the sole remaining Director if only one
Director remains in office. A Director so elected to fill a vacancy shall serve
for the remainder of the present term of office of the class to which he or she
was elected.

Notwithstanding the foregoing, during any period in which the holders
of any one or more series of Preferred Stock, voting as a class, shall be
entitled to elect a specified number of Directors by reason of dividend
arrearages or other contingencies giving them the right to do so, then and
during such time as such right continues, (1) the then otherwise authorized
number of Directors shall be increased by such specified number of Directors
and the holders of shares of such series of Preferred Stock, voting as a class,
shall be entitled to elect such specified number of Directors in accordance
with the provisions of such Preferred Stock; (2) each such additional Director
shall serve until the next annual meeting at which the term of office of his or
her class shall expire and until his or her successor shall be elected and
shall qualify, or until his or her right to hold such office terminates
pursuant to the provisions of such Preferred Stock or series, whichever occurs
earlier. Whenever the holders of shares of such series of Preferred Stock are
divested of such right to elect Directors pursuant to the provisions of such
Preferred Stock or series, the terms of office of all Directors elected by the
holders of such series of Preferred Stock pursuant to such provisions, or
elected to fill any vacancies resulting from the death, resignation or removal
of Directors so elected by the holders of such Preferred Stock or series, shall
forthwith terminate and the authorized number of Directors shall be reduced
accordingly.

ARTICLE VI: BUSINESS COMBINATIONS

A. In addition to the affirmative vote which may be required of the
holders of any series of Preferred Stock which may then be outstanding, the
affirmative vote of the holders of not less than sixty-six and two-thirds
percent (66-2/3%) of the outstanding shares of Common Stock of the Corporation,
which shall include the affirmative vote of at least fifty-one percent (51%) of
the outstanding shares of Common Stock held by stockholders other than the
"Related Person" (as hereinafter defined), shall be required for the approval
or authorization of any "business combination" (as hereinafter defined) of the
Corporation with any Related Person; provided, however, that such 66-2/3% and
51% voting requirements shall not be applicable if the stockholders are asked
to approve or authorize a particular business combination which has been
authorized and proposed to the stockholders by action of the Board of Directors
of the Corporation by the affirmative vote of a

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<PAGE> 6
majority of all Directors then in office, or if the stockholders are asked to
approve or authorize a particular business combination as to which both of the
following conditions are satisfied:

(1) the aggregate amount of the cash and the fair market value
of the consideration other than cash to be received per share by the
holders of the Common Stock of the Corporation in such business
combination is at least equal to the greater of (a) the highest price
per share (including any brokerage commissions, transfer taxes and
soliciting dealer's fees) paid or agreed to be paid by the Related
Person to acquire beneficial ownership of any share of such Common
Stock (with appropriate adjustments for recapitalizations, and for
stock splits, stock dividends and like distributions); (b) the highest
price per share (including any brokerage commissions, transfer taxes
and soliciting dealer's fees) paid by any person to acquire beneficial
ownership of any share of such Common Stock on the open market at any
time during the twenty-four month period immediately prior to the
taking of such vote, or (c) the per share book value of such Common
Stock at the end of the calendar quarter immediately preceding
the taking of such vote; and

(2) the consideration to be received by holders of Common Stock
in such business combination shall be in the same form and of the same
kind as the most favorable form and kind of consideration paid by the
Related Person in acquiring beneficial ownership of any of the shares
of Common Stock already held, directly or indirectly, by it.

The determination of a majority of the "Disinterested Directors" of the
Corporation, made in good faith and based upon information known to them after
reasonable inquiry, shall be conclusive as to all facts necessary for
compliance with this Article, including without limitation (i) whether any
person, partnership, corporation or firm is a Related Person or affiliate or
associate as defined herein, and (ii) the most favorable form and kind of
consideration paid by the Related Person in acquiring beneficial ownership of
shares of Common Stock.

B. For the purposes of this Certificate of Incorporation:

(1) The term "business combination" shall mean (a) any merger or
consolidation of the Corporation with or into a Related Person, (b) any sale,
lease, exchange, transfer or other disposition, including, without limitation,
a mortgage or any other security device, of all or any substantial part of the
assets of the Corporation (including, without limitation, any voting securities
of a subsidiary) or of a subsidiary, to a Related Person, (c) any merger or
consolidation of a Related Person with or into the Corporation or a subsidiary
of the Corporation, (d) any sale, lease, exchange, transfer or other
disposition of all or any substantial part of the assets of a Related Person to
the

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<PAGE> 7
Corporation or a subsidiary of the Corporation, (e) the reclassification of the
shares of stock of the Corporation generally possessing voting rights in
elections for Directors, the purchase by the Corporation of such shares, or the
issuance by the Corporation of shares of any securities convertible thereto or
exchangeable therefor which in any such case has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding shares of
any class of equity or convertible securities of the Corporation which are
directly or indirectly owned by any Related Person, or (f) any agreement,
contract or other arrangement providing for any of the transactions described
in this definition of business combination.

(2) The term "Related Person" shall mean and include any individual,
corporation, partnership or other person or entity which, together with its
"affiliates" and "associates," "beneficially" owns (as those terms are defined
in the Securities Exchange Act of 1934 and in the rules thereunder), in the
aggregate, 5% or more of the outstanding shares of Common Stock of the
Corporation, and any "affiliate" or "associate" of any such individual,
corporation, partnership or other person or entity; provided that shares held
or over which such entity has the power to vote or otherwise control as a
trustee, plan administrator, officer of the Corporation or in a similar
capacity under an employee benefit plan of the Corporation or any employee
benefit plan of an affiliate of the Corporation shall not be deemed to be
beneficially owned for purposes of this definition.

(3) The term "substantial part" shall mean more than ten percent (10%)
of the total consolidated assets of the Corporation as of the end of its most
recent fiscal year ending prior to the time the determination is made.

(4) Without limitation, any shares of Common Stock of the Corporation
which any Related Person has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise, shall be
deemed beneficially owned by such Related Person.

(5) The term "consideration other than cash" shall include, without
limitation, outstanding Common Stock of the Corporation retained by its
existing stockholders in the event of a business combination with a Related
Person in which the Corporation is the surviving corporation.

(6) The term "Disinterested Director" means any member of the Board
of Directors of the Corporation who is not the Related Person or an affiliate
or associate of the Related Person and was a member of the Board prior to the
time that the Related Person became the Related Person, and any successor of a
Disinterested Director who is not the Related Person or an affiliate or
associate of the Related Person and is recommended to succeed a Disinterested

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<PAGE> 8
Director by a majority of the Disinterested Directors then in office.

ARTICLE VII: AMENDMENTS

No amendment of this Certificate of Incorporation shall be effective to
amend, alter, repeal or change the effect of any of the provisions of Articles
V, VI, VII or VIII unless such amendment shall receive the affirmative vote of
the holders of at least (1) sixty-six and two-thirds percent (66-2/3%) of the
outstanding shares of Common Stock of the Corporation entitled to vote theron
and (2) as least fifty-one percent (51%) of the shares of Common Stock entitled
to vote theron held by stockholders none of whom is as of the record date fixed
for such vote, a Related Person, affiliate of a Related Person, or an associate
of a Related Person; provided, however, that such voting requirement shall not
be applicable to the approval of such an amendment if such amendment shall have
been proposed and authorized by action of the Board of Directors of the
Corporation by the affirmative vote of a majority of the Directors then in
office.

ARTICLE VIII: LIABILITY AND INDEMNIFICATION

A. A Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which the
Director derived an improper personal benefit. Any repeal, amendment or other
modification of this Article shall not affect the liability or alleged
liability of any Director of the Corporation then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.

B. The Corporation shall to the extent permitted by Section 145 of the
Delaware Law, as amended from time to time, indemnify and reimburse all persons
whom it may indemnify and reimburse pursuant thereto. Notwithstanding the
foregoing, the indemnification provided for in this Article shall not be
deemed exclusive of any other rights to which those entitled to receive
indemnification or reimbursement hereunder may be entitled under any By-law of
the Corporation, agreement, vote of stockholders or disinterested Directors or
otherwise.

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<PAGE> 9

ARTICLE IX: AMENDMENT OF CORPORATE DOCUMENTS

SECTION 1. CERTIFICATE OF INCORPORATION. The Corporation reserves the
right to alter, amend, repeal or rescind any provision contained in this
Certificate of Incorporation in any manner now or hereafter prescribed by law.

SECTION 2. BY-LAWS. In furtherance and not in limitation of the powers
conferred by the Delaware Law, the Board of Directors shall have the power to
make, alter, amend, repeal or rescind the By-laws of the Corporation, subject
to the power of the stockholders to alter, amend, repeal or rescind any By-law
made by the Board of Directors.

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<PAGE> 10

IN WITNESS WHEREOF, the undersigned subscribe this Certificate and
affirm that the facts stated herein are true under penalties of perjury, this
2nd day of December, 1992.

/s/ ARTHUR S. HOLMES
---------------------------------
Arthur S. Holmes, President

/s/ THOMAS F. McKEE
---------------------------------
Thomas F. McKee, Secretary

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<PAGE> 1
Exhibit 4.2

BY-LAWS
-------

OF
--

CHART INDUSTRIES, INC.
----------------------

Adopted June 26, 1992

ARTICLE I
---------

OFFICES
-------

Section 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

ARTICLE II
----------

FISCAL YEAR
-----------

Section 1. FISCAL YEAR. The fiscal year of the Corporation shall be such
period as the Board of Directors may designate from time to time.

ARTICLE III
-----------

STOCKHOLDERS
------------

Section 1. ANNUAL MEETING. The annual meeting of the stockholders for
the election of Directors, and for the transaction of any other proper business,
shall be held on such date after the annual financial statements of the
Corporation have been prepared as shall be determined by the Board of Directors
from time to time. Upon due notice there may also be considered and acted upon
at an annual meeting any matter which could properly be considered and acted
upon at a special meeting. In the event that the annual meeting is not held on
the date designated therefor in accordance with this Section 1, the Directors
shall cause the annual meeting to be held as soon after that date as convenient.
[211]

Section 2. SPECIAL MEETINGS. Special meetings of the stockholders may be
called at any time by the Chairman of the Board or the President of the
Corporation, and shall be called by the Chairman of the Board or President at
the request in writing of a majority of the Board of Directors. Calls for
special meetings shall specify the purpose or purposes of the proposed meeting,
and no business shall be considered at any such meeting other than that
specified in the call therefor. [211, 222]

<PAGE> 2

Section 3. PLACE OF MEETINGS. All meetings of the stockholders shall be
held at such place, either within or without the State of Delaware, as shall be
designated in the notice of such meeting. [211(a)]

Section 4. NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Written notice of
any meeting of stockholders stating the place, date and hour of the meeting, and
the purpose or purposes for which the meeting is called, shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting. When a meeting is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting the Corporation may transact any business
which might have been transacted at the original meeting. If the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting. [222]

Section 5. STOCKHOLDERS' LIST. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. [219(a)]

Section 6. QUORUM. At any meeting of the stockholders, except as
otherwise provided by the Delaware General Corporation Law, a majority of the
shares entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum for the transaction of business; PROVIDED, that no
action required by the Certificate of Incorporation or these By-laws to be
authorized or taken by a designated proportion of shares may be authorized or
taken by a lesser proportion; PROVIDED, FURTHER, that where a separate vote by a
class or classes of shares is required by law, the Certificate of Incorporation
or these By-laws, a majority of the outstanding shares of such class or classes,
present in person or represented by proxy, shall constitute a quorum entitled to
take action with respect to that vote. If such quorum shall not be present or
represented by proxy at any meeting of the stockholders, the stockholders
present in person or represented by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented by proxy. [216]

Section 7. VOTING. In all matters other than the election of Directors
and other than any matters upon which by express provision of the Certificate of
Incorporation or of these By-laws a different vote is required, the vote of a
majority of the shares entitled to vote on the subject matter and present in
person or represented by proxy at the meeting shall be the act of the

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<PAGE> 3

stockholders. Directors shall be elected by a plurality of the votes of the
shares entitled to vote on the election of Directors and present in person or
represented by proxy at the meeting. Except as otherwise provided in the
Certificate of Incorporation, each stockholder entitled to vote at any meeting
of the stockholders or to express consent or dissent to corporate action in
writing without a meeting shall be entitled to one vote for each share of
capital stock held by such stockholder. [216, 212(a)]

Section 8. PROXIES. Each stockholder entitled to vote at a meeting of
the stockholders, or to express consent or dissent to corporate action without a
meeting, may authorize another person or persons to act for him by proxy. No
such proxy shall be voted or acted upon after three (3) years from its date,
unless the proxy provides for a longer period. (212(b)]

Section 9. ACTION OF STOCKHOLDERS WITHOUT A MEETING. Any action required
or permitted to be taken, whether by any provision of the Delaware General
Corporation Law or of the Certificate of Incorporation, at any annual or special
meeting of stockholders of the Corporation may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation,
at its registered office or its principal place of business, or to an officer or
agent of the Corporation having custody of the stockholders' minute book of the
Corporation. Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective
unless, within sixty (60) days of the earliest dated consent delivered in the
manner provided above to the Corporation, written consents signed by a
sufficient number of stockholders to take the action are delivered in the manner
provided above to the Corporation. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing. [228(a), (c) and (d)]

ARTICLE IV
----------

BOARD OF DIRECTORS
------------------

Section 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors, except as
may be otherwise provided in the Delaware General Corporation law or in the
Certificate of Incorporation. [141(a)]

Section 2. NUMBER OF DIRECTORS. The number of Directors which shall
constitute the whole Board shall be not less than one, and the number of
Directors elected at any meeting of stockholders shall be deemed to be the
number of Directors constituting the whole Board unless otherwise fixed by
resolution adopted at such meeting. Directors may, but need not, be
stockholders. [141(b)]

Section 3. ELECTION OF DIRECTORS. The Directors shall be elected at the
annual meeting of stockholders, or if not so elected, at a special meeting of
stockholders called for that purpose. At any meeting of stockholders at which

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<PAGE> 4

Directors are to be elected, only persons nominated as candidates shall be
eligible for election, and the Directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of Directors. [211, 216]

Section 4. REMOVAL; VACANCIES. Any Director or the entire Board of
Directors may be removed, with or without cause, at any time by the affirmative
vote of the holders of record of a majority of the outstanding shares entitled
to vote in the election of Directors. The vacancy or vacancies in the Board of
Directors caused by any such removal may be filled by the stockholders, or if
not so filled, by a majority of the Board of Directors remaining in office
(although less than a quorum) or by the sole remaining Director. [141(k),
223(a)]

Section 5. RESIGNATION; VACANCIES. Any Director may resign at any time
upon written notice to the Corporation. A resignation from the Board of
Directors shall be deemed to take effect immediately upon receipt of such notice
or at such other time as the Director may specify in such notice. When one or
more Directors shall resign from the Board, effective at a future date, a
majority of the Directors then in office, including those who have so resigned,
shall have the power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective. If a
Director dies, a majority of the Directors remaining in office (although less
than a quorum), or the sole remaining Director, shall have the power to fill
such vacancy. Each Director so chosen to fill a vacancy shall hold office until
the next election of Directors, and until his successor shall be elected and
qualified, or until his earlier resignation or removal. [141(b), 223(d)]

Section 6. ANNUAL MEETING. Immediately following each annual meeting of
stockholders for the election of Directors, the Board of Directors may meet for
the purpose of organization, the election of officers and the transaction of
other business at the place where the annual meeting of stockholders for the
election of Directors is held. Notice of such meeting need not be given. Such
meeting may be held at any other time or place which shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors or in a consent and waiver of notice thereof signed by all of the
Directors.

Section 7. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held at such places (within or without the State of Delaware) and at such
times as the Board shall by resolution determine. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be held,
then the meeting which would otherwise be held on that day shall be held at such
place at the same hour and on the next succeeding business day not a legal
holiday. Notice of regular meetings need not be given.

Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, President or by any
two of the Directors. Notice of each such meeting shall be mailed to each
Director, addressed to him at his residence or usual place of business, at least
three (3) days before the day on which the meeting is to be held, or shall be
sent to him by telegram or cablegram so addressed, or shall be delivered
personally or by telephone or telecopy, at least twenty-four (24) hours before
the time the meeting is to be held. Each such notice shall state the time and

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<PAGE> 5
place (within or without the State of Delaware) of the meeting but need not
state the purposes thereof, except as otherwise required by the Delaware
General corporation Law or by these By-laws.

Section 9. QUORUM; VOTING; ADJOURNMENT. Except as otherwise provided by
the Certificate of Incorporation or by these By-laws, a majority of the total
number of Directors shall constitute a quorum for the transaction of business at
any meeting, and the vote of a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum, the Director or Directors present at any meeting may
adjourn such meeting from time to time until a quorum shall be present. Notice
of any adjourned meeting need not be given. [141(b)]

Section 10. TELEPHONE COMMUNICATIONS. Members of the Board of Directors,
or of any committee thereof, may participate in a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 10 shall constitute
presence in person at such meeting. [141(i)]

Section 11. ACTION OF DIRECTORS WITHOUT A MEETING. Any action required
or permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent thereto in writing and such written
consent or consents are filed with the minutes of proceedings of the Board or
such committee. [141(f)]

Section 12. COMPENSATION. Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board of Directors a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
any meeting of the Board or of any committee thereof. Nothing herein contained
shall be construed so as to preclude any Director from serving the Corporation
in any other capacity, or from serving any of its stockholders, subsidiaries or
affiliated corporations in any capacity, and receiving compensation therefor.
[141(h)]

Section 13. COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the Directors of the Corporation. The
Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Subject to the limitations of Section
141(c) of the Delaware General Corporation Law, as amended from time to time (or
of any successor thereto, however denominated), any such committee, to the
extent provided in the Board resolution, shall have and may exercise the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation (if
any) to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution

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<PAGE> 6

adopted by the Board of Directors. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.
[141(c)]

ARTICLE V
---------

NOTICES
-------

Section 1. NOTICES. Whenever, under the provisions of the Delaware
General Corporation Law or of the Certificate of Incorporation or these By-laws,
notice is required to be given to any Director or stockholder, it shall not be
necessary that personal notice be given, and such notice may be given in
writing, by mail, addressed to such Director or stockholder, at his address as
it appears on the records of the Corporation or at his residence or usual place
of business, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors may also be given by telegram or cablegram, and such notice
shall be deemed to be given when the same shall be filed, or in person or by
telephone or telecopy, and such notice shall be deemed to be given when the same
shall be delivered.

Section 2. WAIVER OF NOTICE. Whenever any notice is required to be given
under any provision of the Delaware General Corporation Law or of the
Certificate of Incorporation or these By-laws, a written waiver thereof, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. [229]

ARTICLE VI
----------

OFFICERS
--------

Section 1. OFFICERS. The officers of the Corporation shall be a
President, a Secretary, a Treasurer and, if the Board of Directors shall so
determine, or as may be deemed necessary by the Board from time to time, a
Chairman of the Board, a Vice Chairman of the Board, one or more Vice Presidents
and other officers and assistant officers. Any number of offices may be held by
the same person. [142(a)]

Section 2. ELECTION OF OFFICERS. Each officer of the Corporation shall
be elected by the Board of Directors and shall hold office at the pleasure of
the Board of Directors until his successor has been elected or until his earlier
resignation or removal. [142(b)]

Section 3. RESIGNATION. Any officer may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall
take effect immediately upon receipt of such notice or at such other time
specified in such notice. Unless otherwise specified in such notice,

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<PAGE> 7

the acceptance of such resignation by the Corporation shall not be necessary to
make it effective. [142(b)]

Section 4. REMOVAL. Any officer may be removed at any time, either with
or without cause, by action of the Board of Directors.

Section 5. VACANCIES. A vacancy in any office because of death,
resignation, removal or any otherwise shall be filled by the Board of Directors.
[141(e)]

Section 6. POWERS AND DUTIES. All officers, as between themselves and
the Corporation, shall have such authority and perform such duties as are
customarily incident to their respective offices, and as may be specified from
time to time by the Board of Directors, regardless of whether such authority and
duties are customarily incident to such office. In the absence of any officer of
the Corporation, or for any other reason the Board of Directors may deem
sufficient, the Board of Directors may delegate for the time being the powers or
duties of such officer, or any of them, to any other officer or to any Director.
The Board of Directors may from time to time delegate to any officer the
authority to appoint and remove subordinate officers and to prescribe their
authority and duties.

Section 7. COMPENSATION. The compensation of the officers shall be fixed
from time to time by the Board of Directors or, if delegated by the Board, by
the President or Chairman of the Board. Any such decision by the President or
Chairman of the Board shall be final unless expressly overruled or modified by
action of the Board of Directors, in which event such action of the Board of
Directors shall be conclusive of the matter. Nothing contained herein shall
preclude any officer from serving the Corporation in any other capacity,
including that of Director, or from serving any of its stockholders,
subsidiaries or affiliated corporations in any capacity, and receiving a proper
compensation therefor.

ARTICLE VII
-----------

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
------------------------------------------------------------

Section 1. INDEMNIFICATION. The Corporation shall indemnify any
person who is or was a Director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, to the full
extent permitted by Section 145 of the Delaware General Corporation Law, as
amended from time to time (or by any successor thereto, however denominated).
The Corporation may, if the Board of Directors should determine to do so by
resolution adopted by a majority of the whole Board, indemnify any person who is
or was an employee or agent (other than a Director or officer) of the
Corporation, or is or was serving at the request of the Corporation as an
employee or agent (other than a director or officer) of another corporation,
partnership, joint venture, trust or other enterprise, to the full extent
permitted by such Section 145. This Section 1 shall be interpreted in all
respects to expand such power to indemnify to the maximum extent permissible to
any Delaware corporation with regard to the particular facts of each case, and

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<PAGE> 8

not in any way to limit any statutory or other power to indemnify, or any right
of any individual to indemnification. [145]

Section 2. INSURANCE FOR INDEMNIFICATION. The Corporation may purchase
and maintain insurance for protection of any person who is or was a Director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to the full
extent permitted by Section 145 of the Delaware General Corporation Law, as
amended from time to time (or by any successor thereto, however denominated).
[145(g)]

ARTICLE VIII
------------

LOANS, CHECKS, DEPOSITS, ETC.
-----------------------------

Section 1. GENERAL. All checks, drafts, bills of exchange or other
orders for the payment of money, issued in the name of the Corporation, shall be
signed by such person or persons and in such manner as may from time to time be
designated by the Board of Directors, which designation may be general or
confined to specific instances.

Section 2. LOANS AND EVIDENCES OF INDEBTEDNESS. No loan shall be
contracted on behalf of the Corporation, and no evidence of indebtedness shall
be issued in its name, unless authorized by the Board of Directors. Such
authorization may be general or confined to specific instances. Loans so
authorized by the Board of Directors may be effected at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual. All bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board of Directors shall authorize. When so
authorized by the Board of Directors, any part of or all the properties,
including contract rights, assets, business or good will of the Corporation,
whether then owned or thereafter acquired, may be mortgaged, pledged,
hypothecated or conveyed or assigned in trust as security for the payment of
such bonds, debentures, notes and other obligations or evidences of indebtedness
of the Corporation, and of the interest thereon, by instruments executed and
delivered in the name of the Corporation.

Section 3. BANKING. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors may
authorize. The Board of Directors may make such special rules and regulations
with respect to such bank accounts, not inconsistent with the provisions of
these By-laws, as it may deem expedient. For the purpose of deposit and for the
purpose of collection for the account of the Corporation, checks, drafts and
other orders for the payment of money which are payable to the order of the
Corporation shall be endorsed, assigned and delivered by such person or persons
and in such manner as may from time to time be authorized by the Board of
Directors.

-8-

<PAGE> 9

Section 4. SECURITIES HELD BY THE CORPORATION. Unless otherwise
provided by resolution adopted by the Board of Directors, the President or the
Chairman of the Board may from time to time appoint an attorney or attorneys,
or an agent or agents, to exercise in the name and on behalf of the Corporation
the powers and rights to vote or consent which the Corporation may have as the
holder of stock or other securities in any other corporation; and the President
or Chairman of the Board may instruct the person or persons so appointed as to
the manner of exercising such powers and rights; and the President and Chairman
of the Board may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal (if any), or otherwise, all such
written proxies, powers of attorney or other written instruments as he may deem
necessary in order that the Corporation may exercise such powers and rights.

ARTICLE IX
----------

SHARES AND THEIR TRANSFER
-------------------------

Section 1. SHARE CERTIFICATES. Every holder of stock represented by
certificates shall be entitled to have a certificate signed by, or in the name
of the Corporation by the President, a Vice President or the Chairman of the
Board and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. [158]

Section 2. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate for stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate or certificates alleged to have been
lost, stolen or destroyed. [167]

Section 3. TRANSFERS. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 4. RECORD DATES. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent or dissent to corporate action in
writing without a meeting, or to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock or for the

-9-
<PAGE> 10

purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing such record date is adopted by the Board of Directors. In the case of
(A) a meeting, such record date also shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting; (B) a consent or dissent to
corporate action in writing without a meeting, such record date also shall not
be more than ten (10) days after the date upon which such resolution is adopted
by the Board of Directors; or (C) the payment of any dividend or other
distribution, allotment of any rights, exercise of any rights in respect of any
change, conversion or exchange of stock or any other lawful action, such record
date also shall not be more than sixty (60) days prior to such action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
PROVIDED, HOWEVER, that the Board of Directors may fix a new record date for
the adjourned meeting. [213]

Section 5. Protection of Corporation. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

ARTICLE X
---------

CORPORATE SEAL
--------------

The Corporation may adopt a corporate seal which, if adopted, shall
have inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise. [122(3)]

ARTICLE XI
----------

EMERGENCY BY-LAWS
-----------------

The Board of Directors may adopt, either before or during an emergency,
as that term is defined by the Delaware General Corporation Law, any emergency
by-laws permitted by the Delaware General Corporation Law which shall be
operative only during such emergency. In the event the Board of Directors does
not adopt any such emergency by-laws, the special rules provided in the Delaware
General Corporation Law shall be applicable during an emergency as therein
defined. [110]

-10-
<PAGE> 11

ARTICLE XII
-----------

SECTION HEADINGS
----------------

The headings contained in these By-laws are for reference purposes only
and shall not be construed to be part of and shall not affect in any way the
meaning or interpretation of these By-laws.

ARTICLE XIII
------------

AMENDMENTS
----------

These By-laws may be amended or repealed at any meeting of the
stockholders or by the Board of Directors. [109]

-11-

<PAGE> 1
Exhibit 4.3
<TABLE>

<S> <C> <C>
19718 COMMON STOCK [LOGO] COMMON STOCK

NUMBER SHARES
C INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE CUSIP 16115Q 10
IN THE CITY OF NEW YORK SEE REVERSE FOR CERTAIN DEFINITION
OR IN CLEVELAND, OHIO

CHART INDUSTRIES, INC.

This is to certify that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF
Chart Industries, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.

This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions
of the Certificate of Incorporation of the Corporation (copies of which are on file with the Transfer Agent) filed in
the office of Secretary of State of Delaware, of which the holder, by acceptance hereof, assents.

This certificate is not valid until countersigned by a Transfer Agent and registered by a Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated
[CHART INDUSTRIES INC. /s/ Arthur S. Holmes
COUNTERSIGNED AND REGISTERED: CORPORATE PRESIDENT
NATIONAL CITY BANK SEAL
(CLEVELAND, OHIO) TRANSFER AGENT DELAWARE] /s/ Thomas F. McKee
AND REGISTRAR SECRETARY

AUTHORIZED SIGNATURE

</TABLE>

<PAGE> 2

<TABLE>

CHART INDUSTRIES, INC.
<S> <C>
Chart Industries, Inc. will furnish without charge to each stockholder who so requests a statement of
the powers, designations, preferences and relative, participating, optional or other special rights of
each class of stock or series thereof which the Corporation is authorized to issue and the
qualifications, limitations or restrictions of such preferences and/or rights. Any such request should be
addressed to the Secretary of the Corporation at 35555 Curtis Boulevard, Eastlake, Ohio 44095.

--------------

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT- Custodian
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minor
survivorship and not as tenants Act
in common (State)
Additional abbreviations may also be used though not in the above list.

For value received ______________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
---------------------

---------------------

-----------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

-----------------------------------------------------------------------------

------------------------------------------------------------------------ shares
of the capital stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint

--------------------------------------------------- Attorney
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.

Dated ________________

---------------------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
</TABLE>

<PAGE> 1
Exhibit 5.1

CALFEE, HALTER & GRISWOLD LLP
ATTORNEYS AT LAW

-----------------------------------------------
1400 McDonald Investment Center
800 Superior Avenue Cleveland, Ohio 44114-2688
216/622-8200 Fax 216/241-0816

September 10, 1997

Chart Industries, Inc.
34799 Curtis Boulevard
Eastlake, Ohio 44095

We are acting as counsel for Chart Industries, Inc., a Delaware
corporation (the "Company"), in connection with (i) the issuance and sale by
the Company of such number of shares (the "Primary Shares") of Common Stock,
par value $.01 per share, of the Company (the "Common Stock") as shall be set
forth in that certain Underwriting Agreement (the "Underwriting Agreement") to
be entered into among the Company, the selling stockholders named in Schedule
II to the Underwriting Agreement (the "Selling Stockholders") and Schroder &
Co. Inc. and McDonald & Company Securities, Inc., as Representatives of the
several Underwriters named in Schedule I to the Underwriting Agreement
(collectively, the "Underwriters") as being issued and sold by the Company, and
(ii) the sale by the Selling Stockholders of such number of shares of Common
Stock (the "Secondary Shares") as shall be set forth in the Underwriting
Agreement as being sold by the Selling Stockholders.

We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion, and based thereon we are of the
opinion that, subject to the due authorization of the specified terms of sale
of the Primary Shares by the Pricing Committee of the Board of Directors of the
Corporation:

1. The Primary Shares will be duly authorized and, when issued and
delivered to the Underwriters pursuant to the Underwriting Agreement against
payment of the consideration therefor as provided therein, will be validly
issued, fully paid and nonassessable.

2. The Secondary Shares are duly authorized, validly issued, fully
paid and nonassessable.

This opinion is intended solely for your use in the above-described
transaction and may not be reproduced, filed publicly or relied upon by any
other person for any purpose without the express written consent of the
undersigned.

<PAGE> 2
CALFEE, HALTER & GRISWOLD LLP

Chart Industries, Inc.
September 10, 1997
Page 2

This opinion is limited to the General Corporation Law of the State of
Delaware, and we express no view as to the effect of any other law on the
opinions set forth herein.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement or Registration Statements on Form S-3 by the Company to
effect the registration of the Primary Shares and the Secondary Shares under
the Securities Act of 1933, as amended (collectively, the "Registration
Statement"), and to the reference to us under the caption "Validity of Common
Stock" in the Prospectus comprising a part of the Registration Statement.

Very truly yours,

/s/ Calfee, Halter & Griswold LLP

CALFEE, HALTER & GRISWOLD LLP

<PAGE> 1

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 3, 1997, except for Note K, as to which the
date is June 30, 1997, in the Registration Statement (Form S-3) and related
Prospectus of Chart Industries, Inc. for the issuance of 2,800,000 shares of its
common stock.

We also consent to the incorporation by reference therein of our report dated
October 5, 1996, with respect to the consolidated financial statements of
Cryenco Sciences, Inc. included in Chart Industries, Inc.'s Current Report (Form
8-K) filed with the Securities and Exchange Commission on August 14, 1997.

/s/ Ernst & Young LLP

September 5, 1997
Cleveland, Ohio

<PAGE> 1
Exhibit 24.1

CHART INDUSTRIES, INC.

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors
and officers of Chart Industries, Inc., a Delaware corporation (the "Company"),
hereby constitutes and appoints Arthur S. Holmes, James R. Sadowski, Don A.
Baines, John T. Romain, and Thomas F. McKee, and each of them, as the true
and lawful attorney or attorneys, with full power of substitution or
resubstitution, for each of the undersigned and in the name, place and stead
of the undersigned, to sign and file on his behalf one or more registration
statement(s) on Form S-3 or such other appropriate form as may be permitted
under the Securities Act of 1933, as amended, with respect to the registration
for sale of the Company's Common Stock, par value $.01 per share, any and all
amendments, including post-effective amendments, supplements and exhibits to
the registration statement(s), and any and all applications or other documents
to be filed with the Securities and Exchange Commission or any state securities
commission or other regulatory authority with respect to the securities covered
by the registration statement(s), and to do and perform any and all other acts
and deeds whatsoever that may be necessary or required to be done in the
premises, hereby and ratifying and approving any and all actions that may be
taken pursuant hereto by any of the above-named agents and attorneys-in-fact or
their substitutes.

This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.

Executed as of this 5th day of September, 1997.

/s/ Arthur S. Holmes
- ---------------------------------- ----------------------------------
Arthur S. Holmes, Chairman of the Don A. Baines, Chief Financial
Board and Chief Executive Officer Officer, Treasurer and Director
(Principal Executive Officer) (Principal Financial and
Accounting Officer)

- ---------------------------------- ----------------------------------
Richard J. Campbell, Director Lazzaro G. Modigliani, Director

- ----------------------------------
Robert G. Turner, Jr., Director

<PAGE> 2

CHART INDUSTRIES, INC.

POWER OF ATTORNEY
-----------------

This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.

Executed as of this 5th day of September, 1997.

/s/ Don A. Baines
- ---------------------------------- ----------------------------------
Arthur S. Holmes, Chairman of the Don A. Baines, Chief Financial
Board and Chief Executive Officer Officer, Treasurer and Director
(Principal Executive Officer) (Principal Financial and
Accounting Officer)

- ---------------------------------- ----------------------------------
Richard J. Campbell, Director Lazzaro G. Modigliani, Director

- ----------------------------------
Robert G. Turner, Jr., Director

<PAGE> 3

CHART INDUSTRIES, INC.

POWER OF ATTORNEY
-----------------

This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.

Executed as of this 5th day of September, 1997.

- ---------------------------------- ----------------------------------
Arthur S. Holmes, Chairman of the Don A. Baines, Chief Financial
Board and Chief Executive Officer Officer, Treasurer and Director
(Principal Executive Officer) (Principal Financial and
Accounting Officer)

/s/ Richard J. Campbell
- ---------------------------------- ----------------------------------
Richard J. Campbell, Director Lazzaro G. Modigliani, Director

- ----------------------------------
Robert G. Turner, Jr., Director

<PAGE> 4

CHART INDUSTRIES, INC.

POWER OF ATTORNEY
-----------------

This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.

Executed as of this 5th day of September, 1997.

/s/ Lazzaro G. Modigliani
- ---------------------------------- ----------------------------------
Richard J. Campbell, Director Lazzaro G. Modigliani, Director

- ----------------------------------
Robert G. Turner, Jr., Director

<PAGE> 5

CHART INDUSTRIES, INC.

POWER OF ATTORNEY
-----------------

This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.

Executed as of this 5th day of September, 1997.

- ---------------------------------- ----------------------------------
Richard J. Campbell, Director Lazzaro G. Modigliani, Director

/s/ Robert G. Turner, Jr.
- ----------------------------------
Robert G. Turner, Jr., Director