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 *
SAWYER JAMES S
   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)
Executive V.P. and CFO
(Last)
(First)
(Middle)
39 OLD RIDGEBURY ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/14/2011
(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 02/14/2011   M   25,000 A $ 44.25 38,350.479 (1) D  
Common Stock 02/14/2011   S   25,000 D $ 96.837 (2) 13,350.479 (1) D  
Common Stock 02/14/2011   M   29,575 A $ 53.98 42,925.479 (1) D  
Common Stock 02/14/2011   S   29,575 D $ 96.837 (2) 13,350.479 (1) D  
Common Stock 02/15/2011   M   24,175 A $ 53.98 37,525.479 (1) D  
Common Stock 02/15/2011   S   24,175 D $ 96.4258 (3) 13,350.479 (1) D  
Common Stock 02/15/2011   M   27,066 A $ 60.92 40,416.479 (1) D  
Common Stock 02/15/2011   S   27,066 D $ 96.4258 (3) 13,350.479 (1) D  
Common Stock 02/15/2011   M   14,697 A $ 61.47 28,047.479 (1) D  
Common Stock 02/15/2011   S   14,697 D $ 96.4258 (3) 13,350.479 (1) D  
Common Stock 02/15/2011   M   37,720 A $ 61.47 51,070.479 (1) D  
Common Stock               11,772.1021 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) $ 44.25 02/14/2011   M     25,000 02/22/2006(4) 02/22/2015 Common Stock 25,000 $ 0 0 D  
Stock Option (right to buy) $ 53.98 02/14/2011   M     29,575 02/28/2007(4) 02/29/2016 Common Stock 29,575 $ 0 24,175 D  
Stock Option (right to buy) $ 61.47 02/15/2011   M     52,417 02/27/2008(4) 02/27/2017 Common Stock 52,417 $ 0 0 D  
Stock Option (right to buy) $ 53.98 02/15/2011   M     24,175 02/28/2007(4) 02/29/2016 Common Stock 24,175 $ 0 0 D  
Stock Option (right to buy) $ 83.89             02/26/2011(5) 02/26/2018 Common Stock 30,000   30,000 D  
Stock Option (right to buy) $ 83.89             02/26/2009(6) 02/26/2018 Common Stock 37,447   37,447 D  
Stock Option (right to buy) $ 60.92 02/15/2011   M     27,066 02/24/2010(7) 02/24/2019 Common Stock 27,066 $ 0 54,134 D  
Stock Option (right to buy) $ 76.16             02/23/2011(8) 02/23/2020 Common Stock 53,720   53,720 D  
Deferred Stock $ 0 (9)               (10)   (10) Common Stock 4,664.474   4,664.474 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SAWYER JAMES S
39 OLD RIDGEBURY ROAD
DANBURY, CT 06810-5113		       Executive V.P. and CFO  

Signatures

 Anthony M. Pepper, Attorney-in-Fact   02/16/2011
**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) This total includes shares previously acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan.
(2) Shares sold solely to cover option exercise price and tax withholdings to enable reporting person to ultimately retain 37,720 shares from the option exercise at $61.47 per share on February 15, 2011. The $96.8370 price reported is the weighted average sale price. The sale prices ranged from $96.80 to $96.95 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) Shares sold solely to cover option exercise price and tax withholdings to enable reporting person to ultimately retain 37,720 shares from the option exercise at $61.47 per share on February 15, 2011. The $96.4258 price reported is the weighted average sale price. The sale prices ranged from $96.17 to $96.67 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.
(4) This option became 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) This option vests over three years in three consecutive equal annual installments beginning on February 26, 2009.
(7) This option vests over three years in three consecutive equal annual installments beginning on February 24, 2010.
(8) This option vests over three years in three consecutive equal annual installments beginning on February 23, 2011.
(9) Conversion to Praxair Common Stock is on a 1-for-1 basis.
(10) Deferred stock units accrued under the 1993 Praxair, Inc. Compensation Deferral Program as amended and are to be settled in Praxair Common Stock.

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