Item 1.01. Entry into a Material Definitive Agreement.

On March 26, 2009, Praxair, Inc. (the "Company") issued $300,000,000 aggregate principal amount of 4.375% notes due 2014 (the "Notes"). The Notes were sold in a registered offering under the Securities Act of 1933, pursuant to the Company's shelf registration statement on Form S-3 filed with the Securities and Exchange Commission ("SEC") on December 14, 2006. The material terms of the Notes are described in the Company's prospectus supplement dated March 23, 2009 filed with the SEC on March 24, 2009.

In connection with the issuance of the Notes, the Company entered into a Terms Agreement dated March 23, 2009 (the "Terms Agreement") with Banc of America Securities LLC and Citigroup Global Markets Inc., as underwriters acting on their behalf and on behalf of the other underwriters (the "Underwriters"). Pursuant to and subject to the terms and conditions of the Terms Agreement, the Underwriters agreed to purchase the Notes from the Company for resale in the registered offering. The Terms Agreement is filed as Exhibit 1 to this Form 8-K.

In connection with the Notes offering, Cahill Gordon & Reindel LLP provided certain legal opinions to the Company that are filed as Exhibit 5 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished herewith:

Exhibit No. Description

1 Terms Agreement dated March 23, 2009

5 Opinion of Cahill Gordon & Reindel LLP

23 Consent of Cahill Gordon & Reindel LLP

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