Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ANGEL STEPHEN F
   2. Issuer Name and Ticker or Trading Symbol
PRAXAIR INC [PX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
PRAXAIR, INC., 39 OLD RIDGEBURY ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
08/22/2008
(Street)

DANBURY, CT 06810-5113		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/22/2008   M   125,000 A $ 23.105 161,612 D  
Common Stock 08/22/2008   S   91,700 D $ 90.765 (1) 69,912 D  
Common Stock 08/22/2008   S   33,300 D $ 91.178 (2) 36,612 (3) D  
Common Stock               2,800 I Joint Tenant with Wife
Common Stock               4,858 I 401(k)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 23.105 08/22/2008   M     125,000 04/23/2022(4) 04/23/2011 Common Stock 125,000 $ 0 125,000 D  
Stock Option (right to buy) $ 27.43             01/02/2003(4) 01/02/2012 Common Stock 110,000   110,000 D  
Stock Option (right to buy) $ 26.42             02/28/2004(4) 02/28/2013 Common Stock 100,000   100,000 D  
Stock Option (right to buy) $ 36.58             02/24/2005(4) 02/24/2014 Common Stock 120,000   120,000 D  
Stock Option (right to buy) $ 44.25             02/22/2006(4) 02/22/2015 Common Stock 143,100   143,100 D  
Stock Option (right to buy) $ 53.98             02/28/2007(4) 02/28/2016 Common Stock 130,600   130,600 D  
Stock Option (right to buy) $ 61.47             02/27/2008(4) 02/27/2017 Common Stock 308,300   308,300 D  
Stock Option (right to buy) $ 83.89             02/26/2009(4) 02/26/2018 Common Stock 195,200   195,200 D  
Stock Option (right to buy) $ 83.89             02/26/2011(5) 02/26/2018 Common Stock 85,000   85,000 D  
Deferred Stock $ 0 (6)               (7)   (7) Common Stock 60,008   60,008 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ANGEL STEPHEN F
PRAXAIR, INC.
39 OLD RIDGEBURY ROAD
DANBURY, CT 06810-5113		       President & CEO  

Signatures

 Robert A. Bassett, Attorney-in-Fact   08/26/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The $90.765 price reported is the weighted average sale price. The Sale Price ranged from $90.54 to $90.99 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the reporting person will provide full information regarding the number of shares sold at each separate price.
(2) The $91.178 price reported is the weighted average sale price. The Sale Price ranged from $91.00 to $91.37 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the reporting person will provide full information regarding the number of shares sold at each separate price.
(3) This total includes shares previously acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan.
(4) This option becomes exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.
(5) This option will vest in full if Praxair, Inc. achieves cumulative fiscal year earnings per share growth of at least 33% over 2007 earnings per share at any time prior to January 1, 2011. If vested, the option may be exercised beginning on the third anniversary of the grant date. If Praxair, Inc. fails to meet the cumulative earnings per share goal, this option will be forfeited.
(6) Conversion to Praxair Common Stock is on a 1-for-1 basis.
(7) Deferred stock untis acquired under the 1993 Praxair, Inc. Compensation Deferral Program as amended ("Deferred Program") and are to be settled in Praxair Common Stock.

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