Item 1.01. Entry into a Material Definitive Agreement.

On September 1, 2009, Praxair, Inc. (the "Company") issued $400,000,000 aggregate principal amount of 3.25% notes due 2015 (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 August 27, 2009 filed with the SEC on August 28, 2009.

In connection with the issuance of the Notes, the Company entered into a Terms Agreement dated August 27, 2009 (the "Terms Agreement") with Citigroup Global Markets Inc. and RBS Securities Inc., as representatives of the underwriters named therein (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 August 27, 2009

5 Opinion of Cahill Gordon & Reindel llp

23 Consent of Cahill Gordon & Reindel llp (included in Exhibit 5)

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