SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SAWYER JAMES S

(Last)

(First)

(Middle)

39 OLD RIDGEBURY ROAD

(Street)

DANBURY

06810-5113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRAXAIR INC [ PX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2004		S		7,368.4342	D	$35.8613	18,186.06	D
Common Stock	02/12/2004		M		1,400	A	$23.0625	19,586.06	D
Common Stock	02/12/2004		S		400	D	$36.2	19,186.06	D
Common Stock	02/12/2004		S		200	D	$36.24	18,986.06	D
Common Stock	02/12/2004		S		800	D	$36.25	18,186.06	D
Common Stock	02/13/2004		M		26,600	A	$23.0625	44,786.06	D
Common Stock	02/13/2004		S		10,000	D	$35.762	34,786.06	D
Common Stock	02/13/2004		S		5,000	D	$35.805	29,786.06	D
Common Stock	02/13/2004		S		4,600	D	$35.8548	25,186.06	D
Common Stock	02/13/2004		S		5,000	D	$35.8318	20,186.06	D
Common Stock	02/13/2004		S		2,000	D	$35.8024	18,186.06	D
Common Stock	02/13/2004		M		17,000	A	$16.75	35,186.06	D
Common Stock	02/13/2004		S		3,000	D	$35.8024	32,186.06	D
Common Stock	02/13/2004		S		10,000	D	$35.7526	22,186.06	D
Common Stock	02/13/2004		S		4,000	D	$35.75	18,186.06	D
Common Stock	02/13/2004		M		24,000	A	$22.3438	42,186.06	D
Common Stock	02/13/2004		S		1,000	D	$35.75	41,186.06	D
Common Stock	02/13/2004		S		5,000	D	$35.6846	36,186.06	D
Common Stock	02/13/2004		S		5,000	D	$35.6712	31,186.06	D
Common Stock	02/13/2004		S		5,000	D	$35.642	26,186.06	D
Common Stock	02/13/2004		S		8,000	D	$35.6132	18,186.06	D
Common Stock	02/13/2004		M		10,000	A	$16.75	28,186.06	D
Common Stock	02/13/2004		S		2,000	D	$35.6132	26,186.06	D
Common Stock	02/13/2004		S		5,000	D	$35.5624	21,186.06	D
Common Stock	02/13/2004		S		3,000	D	$35.7408	18,186.06	D
Common Stock	02/13/2004		M		10,000	A	$19.2188	28,186.06	D
Common Stock	02/13/2004		S		2,000	D	$35.7408	26,186.06	D
Common Stock	02/13/2004		S		400	D	$35.75	25,786.06	D
Common Stock	02/13/2004		S		7,600	D	$35.703	18,186.06	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)⁽¹⁾	$23.0625	02/12/2004		M			1,400	10/22/1998	10/22/2006	Common Stock	1,400	$23.0625	26,600	D
Stock Options (Right to Buy)⁽¹⁾	$23.0625	02/13/2004		M			26,600	10/22/1998	10/22/2006	Common Stock	26,600	$23.0625	0	D
Stock Options (Right to Buy)⁽¹⁾	$16.75	02/13/2004		M			17,000	12/18/2000	12/18/2008	Common Stock	17,000	$16.75	0	D
Stock Options (Right to Buy)⁽¹⁾	$22.3438	02/13/2004		M			24,000	12/14/2001	12/14/2009	Common Stock	24,000	$22.3438	0	D
Stock Options (Right to Buy)⁽¹⁾	$16.75	02/13/2004		M			10,000	03/10/2002	03/10/2010	Common Stock	10,000	$16.75	0	D
Stock Options (Right to Buy)⁽¹⁾	$19.2188	02/13/2004		M			10,000	07/03/2000	07/03/2010	Common Stock	10,000	$19.2188	0	D

Explanation of Responses:

1. On December 15, 2003, the Common Stock of Praxair, Inc. split 2-for-1, resulting in the doubling of the reporting person's Common Stock holdings.

Remarks:

	Mark S. Lyon, Attorney-in-Fact	02/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.