UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) January 29, 2014


PRAXAIR, INC.
(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02  Results of Operations and Financial Condition

On January 29, 2014, Praxair, Inc. issued a press release setting forth Praxair, Inc.’s results of operations for the quarter and year ended December 31, 2013.  A copy of Praxair, Inc.’s press release is furnished herewith as Exhibit (99.1) and is hereby incorporated by reference in this Item 2.02.  

ITEM 8.01  Other Events.

On January 29, 2014, Praxair, Inc. issued a press release announcing that the Board of Directors has approved a 8% increase in Praxair’s annual dividend rate and a new $1.5 billion stock repurchase program. A copy of the press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference into this Item 8.01.  

ITEM 9.01.  Financial Statements and Exhibits.

 (d)           Exhibits. The following exhibits are included in this Form 8-K:

SIGNATURES

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

Exhibit Index