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 *
BULUS DOMINGOS H
  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)
Vice President
(Last)
(First)
(Middle)
C/O PRAXAIR, INC., 39 OLD RIDGEBURY ROAD
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2009
(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 05/26/2009   M   17,000 A $ 22.3438 24,395.7196 D  
Common Stock 05/26/2009   S   17,000 D $ 72.6071 (1) 7,395.7196 (2) D  

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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) $ 22.3438 05/26/2009   M     17,000 12/14/2000(3) 12/14/2009 Common Stock 17,000 $ 0 0 D  
Stock Option (right to buy) $ 22.01             02/21/2002(3) 02/21/2011 Common Stock 20,000   20,000 D  
Stock Option (right to buy) $ 27.625             12/31/2002(3) 12/31/2011 Common Stock 28,000   28,000 D  
Stock Option (right to buy) $ 26.425             02/28/2004(3) 02/28/2013 Common Stock 30,000   30,000 D  
Stock Option (right to buy) $ 36.58             02/24/2005(3) 02/24/2014 Common Stock 22,000   22,000 D  
Stock Option (right to buy) $ 44.25             02/22/2006(3) 02/22/2015 Common Stock 26,300   26,300 D  
Stock Option (right to buy) $ 53.98             02/28/2007(3) 02/28/2016 Common Stock 23,900   23,900 D  
Stock Option (right to buy) $ 61.47             02/27/2008(3) 02/27/2017 Common Stock 19,300   19,300 D  
Stock Option (right to buy) $ 83.89             02/26/2009(3) 02/26/2018 Common Stock 11,400   11,400 D  
Stock Option (right to buy) $ 83.89             02/26/2011(4) 02/26/2018 Common Stock 6,000   6,000 D  
Stock Option $ 60.92             02/24/2010(3) 02/24/2019 Common Stock 15,000   15,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BULUS DOMINGOS H
C/O PRAXAIR, INC.
39 OLD RIDGEBURY ROAD
DANBURY, CT 06810-5113
      Vice President  

Signatures

 Anthony M. Pepper, Attorney-in-Fact   05/27/2009
**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 $72.6071 price reported is the weighted average sale price. The sale prices ranged from $72.60 to $72.67 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) This total includes shares previously acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan.
(3) This option became or becomes exercisable in three (3) equal annual installments beginning on the first anniversary of the date of the grant.
(4) 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.

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