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)
04/21/2011
(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 04/21/2011   F   10,547.947 (1) D $ 105.975 14,052.685 (2) D  
Common Stock               2,268 I In trust for children
Common Stock               58,147 I Grantor Retained Annuity Trust
Common Stock               6,383.896 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) $ 27.43             01/02/2003(3) 01/02/2012 Common Stock 60,000   60,000 D  
Stock Option (right to buy) $ 26.425             02/28/2004(3) 02/28/2013 Common Stock 100,000   100,000 D  
Stock Option (right to buy) $ 36.58             02/24/2005(3) 02/24/2014 Common Stock 120,000   120,000 D  
Stock Option (right to buy) $ 44.25             02/22/2006(3) 02/22/2015 Common Stock 143,100   143,100 D  
Stock Option (right to buy) $ 53.98             02/28/2007(3) 02/29/2016 Common Stock 130,600   130,600 D  
Stock Option (right to buy) $ 61.47             02/27/2008(3) 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) $ 60.92             02/24/2010(5) 02/24/2019 Common Stock 281,500   281,500 D  
Stock Option (right to buy) $ 76.16             02/23/2011(6) 02/23/2020 Common Stock 204,640   204,640 D  
Stock Option (right to buy) $ 97.84             02/22/2012(7) 02/22/2021 Common Stock 218,175   218,175 D  
Deferred Stock $ 0 (8)               (9)   (9) Common Stock 64,932.153   64,932.153 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   04/25/2011
**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) Shares withheld for payment of taxes in connection with vesting of a portion of a previously reported restricted stock grant.
(2) This total includes shares previously acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan.
(3) This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.
(4) This option vests over three years in three consecutive equal annual installments beginning on February 26, 2009.
(5) This option vests over three years in three consecutive equal annual installments beginning on February 24, 2010.
(6) This option vests over three years in three consecutive equal annual installments beginning on February 23, 2011.
(7) This option vests over three years in three consecutive equal annual installments beginning on February 22, 2012.
(8) Conversion to Praxair Common Stock is on a 1-for-1 basis.
(9) Deferred stock units acquired under the Praxair, Inc. Compensation Deferral Program as amended ("Deferred Program") and are to be settled in Praxair Common Stock.

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