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): October 31, 2014
PRAXAIR, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or Other jurisdiction of incorporation)

(203)837-2000
(Registrant’s telephone number, including area code)


N/A
(Former name or former address, if changed since last report)

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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On October 31, 2014, Praxair, Inc. issued a press release announcing that James T. Breedlove, Senior Vice President, General Counsel and Secretary, will retire on February 27, 2015, and that Guillermo Bichara, currently Associate General Counsel & Assistant Secretary, will succeed Mr. Breedlove as Vice President, General Counsel and Corporate Secretary effective January 1, 2015. Mr. Breedlove will serve in an advisory capacity to the company from January 1 until February 27, 2015. A copy of Praxair, Inc.’s press release is filed herewith as Exhibit (99.1) and is hereby incorporated by reference in this Item 5.02.  

ITEM 9.01.  Financial Statements and Exhibits.

 (d)           Exhibits. The following exhibit is filed herewith pursuant to Item 5.02 hereof:

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.

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Exhibit Index