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SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 14721 / November 16, 1995


SECURITIES AND EXCHANGE COMMISSION v. CERTAIN PURCHASERS OF THE
COMMON STOCK OF CBI INDUSTRIES, INC., U.S. District Court for the
Southern District of New York, 95 Civ. 9651 (MP) (S.D.N.Y. 1995)


     The Securities and Exchange Commission today announced that
on November 14, 1995, it filed a complaint against certain
unknown purchasers of the common stock of CBI Industries, Inc.,
alleging that they violated Sections 10(b) and 14(e) of the
Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3
thereunder and seeking injunctive relief, disgorgement of illegal
trading profits with prejudgment interest, and civil penalties. 
In its Complaint, the Commission alleged that the defendants made
highly profitable purchases of CBI common stock through the
offices of foreign financial institutions just days before the
first public announcement that Praxair, Inc. intended to commence
a takeover of CBI.  According to the Complaint, while in
possession of material nonpublic information concerning Praxair's
contemplated takeover, the defendants purchased a total of 84,000
shares of CBI stock during the two trading days preceding the
public announcement.  The Commission further alleged that, as a
result of the public announcement, the price of CBI stock rose
$10 5/8, or over 50 percent, and the defendants stand to realize
over $1.3 million.  

     The Commission also applied for emergency relief which
included an asset freeze to prevent the defendants from removing
the common stock of CBI and the proceeds of any sales of such
stock beyond the jurisdiction of the Court.  In documents filed
in support of its application for the emergency relief, the
Commission noted that very shortly after it began investigating
and making inquiries of brokers and others concerning the
defendants' transactions in CBI stock, three of the foreign
institutions through which the defendants had purchased CBI stock
had placed orders to sell the CBI stock.  In addition, the
foreign financial institutions through which certain of the
defendants had effected their purchases of CBI stock had not
responded to the Commission's inquiry as to whether the foreign
institutions or their customers would consent to leave the CBI
stock or any proceeds from the sale of the CBI stock in the
United States or even whether the customers would agree to
identify themselves to the Commission.

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     The Honorable Milton Pollack, United States District Judge,
Southern District of New York, issued an order against the
defendants and their agents, freezing the defendants' shares of
CBI stock and any proceeds of sales of such stock.  The Court
scheduled a hearing for November 28, 1995, on the Commission's
Application for a Preliminary Injunction to Continue the Asset
Freeze and Other Relief.

     The Commission received assistance from the New York Stock
Exchange in this matter.