Exhibit 10.6(a)

                              COMPENSATION PROGRAM
                                  FOR DIRECTORS
                              --------------------


     RESOLVED, that the resolutions of the Board of Directors adopted at its
meeting held on 15 October 1998, be, and the same hereby are, amended, effective
as of 1 April 2000, to read in their entirety as follows:

         a.  Each director who is not an employee of the Company shall
             be paid an annual retainer of $48,000 for serving as a member of
             the Board of Directors and any Committee(s) of the Board, which
             retainer shall be payable in quarterly installments. For
             directors who have never been employed by the Company, 25% of
             this retainer will be paid by the Company in the form of a
             credit to the Air Products Stock Account of the Deferred
             Compensation Plan for Directors.

         b.  Each director who is not an employee of the Company who
             serves as the Chairman of a Committee of the Board shall be paid
             an additional annual retainer of $5,000, which retainer shall be
             payable in quarterly installments.

         c.  Directors who are not employees of the Company shall be
             reimbursed for out-of-pocket expenses incurred in attending
             regular and special meetings of the Board and Committees thereof
             and any other business function of the Company at the request of
             the Chairman of the Board. Expenses will be reimbursed as
             submitted.




         d.  Deferred stock units under the Air Products Stock Account of the
             Deferred Compensation Plan for Directors shall be credited as
             follows:

             (1)    Upon initial election to the Board, 1,000 deferred
                    stock units shall be credited to each person who has
                    never been employed by the Company and who is first
                    elected a director effective on or after 1 April 2000,
                    and

             (2)    On 1 April 2000, 350 deferred stock units, and
                    annually beginning in 2001, immediately following the
                    annual meeting of shareholders, 1,000 deferred stock
                    units shall be credited to each director who has never
                    been employed by the Company who is serving as a
                    director of the Company as of such date or following
                    such annual meeting, respectively.


                                               APCI BOARD OF DIRECTORS
                                               16 March 2000


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