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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AIRGAS, INC.
______________________________________________
(Name of Issuer)
COMMON STOCK
_____________________________________________
(Title of Class of Securities)
009363 10 2
__________________________
(CUSIP Number)
December 31, 2002
_______________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 6 pages
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CUSIP No. 009363 10 2 13G Page 2 of 6 pages
___________ __ __
___________________________________________________________________
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Airgas, Inc. Employee Benefits Trust
___________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
___________________________________________________________________
3. SEC USE ONLY
___________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________
5. SOLE VOTING POWER
0
_______________________________________________
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY _______________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH _______________________________________________
8. SHARED DISPOSITIVE POWER
3,723,443
___________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,723,443
___________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ]
___________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
___________________________________________________________________
12. TYPE OF REPORTING PERSON*
EP
___________________________________________________________________
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CUSIP No. 009363 10 2 13G Page 3 of 6 pages
___________ __ __
___________________________________________________________________
Item 1(a) Name of Issuer
______________
Airgas, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
_______________________________________________
Airgas, Inc.
Radnor Court
259 North Radnor-Chester Road, Suite 100
Radnor, Pennsylvania 19087-5283
Item 2(a) Name of Person Filing
_____________________
Airgas, Inc. Employee Benefits Trust
Item 2(b) Address of Principal Business Office, or, if none, Residence
____________________________________________________________
Radnor Court
259 North Radnor-Chester Road
Radnor, Pennsylvania 19087-5283
Item 2(c) Citizenship
___________
Delaware
Item 2(d) Title of Class of Securities
____________________________
Common Stock, par value $.01 per share
Item 2(e) CUSIP Number
____________
009363 10 2
Item 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) ___ Broker or dealer registered under Section 15 of the
Exchange Act;
(b) ___ Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) ___ Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) ___ Investment company registered under Section 8 of the
Investment Company Act;
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CUSIP No. 009363 10 2 13G Page 4 of 6 pages
___________ __ __
______________________________________________________________
(e) ___ An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) ___ An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) ___ A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) ___ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) ___ A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) ___ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4 Ownership
_________
This amendment is being filed by the Airgas, Inc.
Employee Benefits Trust (the "Trust"). Pursuant to the
Airgas, Inc. Employee Benefits Trust Agreement (the
"Agreement"), effective as of March 30, 1999, between
Airgas, Inc. (the "Issuer") and First Union National
Bank, as Trustee, the Issuer established the Trust to
hold legal title to assets, principally or exclusively in
the form of securities of the Issuer to be used to
satisfy the Issuer's obligations with respect to its
employee benefit plans. As of the close of business on
December 31, 2002, the Trust held 3,723,443 shares of the
Issuer's common stock, as to which it may be deemed to
have shared power to dispose or direct the disposition.
The Trust, the Governance and Compensation Committee (the
"Committee") acting on the Trust's behalf and the
individual members of the Committee each disclaims
beneficial ownership of the shares held by the Trust.
(a) Amount beneficially owned: 3,723,443
(b) Percent of class: 4.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 3,723,443
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CUSIP No. 009363 10 2 13G Page 5 of 6 pages
___________ __ __
___________________________________________________________________
Item 5 Ownership of Five Percent or Less of a Class
____________________________________________
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ X ].
Item 6 Ownership of More than Five Percent on Behalf of Another Person
_______________________________________________________________
The Employee Benefits Trust has the right to receive, and
the Trustee thereof has the power to direct the receipt
of, dividends from, or the proceeds from the sale of, the
Issuer's shares which are the subject of this Schedule 13G.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
__________________________________________________________________
Not Applicable
Item 8 Identification and Classification of Members of the Group
_________________________________________________________
Not Applicable
Item 9 Notice of Dissolution of Group
______________________________
Not Applicable
Item 10 Certification
_____________
(a) Not Applicable
(b) By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and
are not held in connection with or as a participant in
any transaction having that purpose or effect.
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CUSIP No. 009363 10 2 13G Page 6 of 6 pages
___________ __ __
___________________________________________________________________
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 14, 2003
Governance and Compensation Committee
By: /s/ Robert L. Yohe
___________________
Signature
Name: Robert L. Yohe
Title: Chairman of the Airgas, Inc.
Governance and Compensation Committee,
on behalf of the Airgas, Inc. Employee Benefits Trust