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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
C/O PRAXAIR, INC., 39 OLD RIDGEBURY ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
01/22/2015
(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 01/22/2015   M V 9,761.926 (1) A $ 0 (1) 104,656.926 D  
Common Stock 01/22/2015   F   3,346.799 (2) D $ 124.47 101,310.127 D  
Common Stock               2,268 I In trust for children
Common Stock               58,065 I Grantor Retained Annuity Trusts
Common Stock               7,777.8915 I 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Deferred Stock Unit (3) $ 0 (4) 01/22/2015   M     9,761.926   (3)   (3) Common Stock 9,761.926 $ 0 (4) 61,187.284 D  
Stock Option (right to buy) $ 128.8             02/25/2015(5) 02/25/2024 Common Stock 203,930   203,930 D  
Stock Option (right to buy) $ 110.58             02/26/2014(6) 02/26/2023 Common Stock 187,015   187,015 D  
Stock Option (right to buy) $ 109.68             02/28/2013(7) 02/28/2022 Common Stock 236,510   236,510 D  
Stock Option (right to buy) $ 53.98             02/28/2007(8) 02/29/2016 Common Stock 65,600   65,600 D  
Stock Option (right to buy) $ 61.47             02/27/2008(8) 02/27/2017 Common Stock 308,300   308,300 D  
Stock Option (right to buy) $ 83.89             02/26/2009(8) 02/26/2018 Common Stock 195,200   195,200 D  
Stock Option (right to buy) $ 60.92             02/24/2010(8) 02/24/2019 Common Stock 281,510   281,510 D  
Stock Option (right to buy) $ 76.16             02/23/2011(8) 02/23/2020 Common Stock 204,640   204,640 D  
Stock Option (right to buy) $ 97.84             02/22/2012(8) 02/22/2021 Common Stock 218,175   218,175 D  

Reporting Owners

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

Signatures

 Anthony M. Pepper, Attorney-in-Fact   01/26/2015
**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) Receipt of actual shares of common stock resulting from a distribution of deferred stock units pursuant to a previous distribution election under the Praxair Compensation Deferral Program, as amended.
(2) Shares of common stock withheld to pay taxes upon the distribution of the deferred stock units.
(3) Deferred stock units acquired under the Praxair Compensation Deferral Program as amended and are to be settled in Praxair Common Stock.
(4) Conversion to Praxair Common Stock is on a 1-for-1 basis.
(5) This option vests over three years in three consecutive equal annual installments beginning on February 25, 2015.
(6) This option vests over three years in three consecutive equal annual installments beginning on February 26, 2014.
(7) This option vests over three years in three consecutive equal annual installments beginning on February 28, 2013.
(8) This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.

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