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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ANGEL STEPHEN F   2. Issuer Name and Ticker or Trading Symbol PRAXAIR INC [PX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) PRAXAIR, INC., 39 OLD RIDGEBURY ROAD 3. Date of Earliest Transaction (Month/Day/Year) 11/11/2008 (Street) DANBURY, CT 06810-5113 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 11/11/2008   A   2,000 (1) A $ 59.809 44,982 (2) D   Common Stock               1,484 I In trust for children Common Stock               2,800 I Joint tenant with wife Common Stock               4,938 I 401(k)

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 23.105

04/23/2002(3)

04/23/2011

Common Stock

125,000

125,000

D

Stock Option (right to buy)

$ 27.43

01/02/2003(3)

01/02/2012

Common Stock

110,000

110,000

D

Stock Option (right to buy)

$ 26.42

02/28/2004(3)

02/28/2013

Common Stock

100,000

100,000

D

Stock Option (right to buy)

$ 36.58

02/24/2005(3)

02/24/2014

Common Stock

120,000

120,000

D

Stock Option (right-to-buy)

$ 44.25

02/22/2006(3)

02/22/2015

Common Stock

143,100

143,100

D

Stock Option (right to buy)

$ 53.98

02/28/2007(3)

02/28/2016

Common Stock

130,600

130,600

D

Stock Option (right to buy)

$ 61.47

02/27/2008(3)

02/27/2017

Common Stock

308,300

308,300

D

Stock Option (right to buy)

$ 83.89

02/26/2009(3)

02/26/2018

Common Stock

195,200

195,200

D

Stock Option (right to buy)

$ 83.89

02/26/2011(4)

02/26/2018

Common Stock

85,000

85,000

D

Deferred Stock

$ 0 (5)

(6)

(6)

Common Stock

60,275

60,275

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ANGEL STEPHEN F PRAXAIR, INC. 39 OLD RIDGEBURY ROAD DANBURY, CT 06810-5113	X		President & CEO

Signatures

Anthony M. Pepper, Attorney-in-Fact		11/10/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Purchase of Common Stock from the Issuer that was exempt from Section 16(b) pursuant to Rule 16b-3(d) of the Securities and Exchange Commission.
(2)	This total includes shares previously acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan.
(3)	This option becomes exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.
(4)	This option will vest in full if Praxair, Inc. achieves cumulative fiscal year earnings per share growth of at least 33% over 2007 earnings per share at any time prior to January 1, 2011. If vested, the option may be exercised beginning on the third anniversary of the grant date. If Praxair, Inc. fails to meet the cumulative earnings per share goal, this option will be forfeited.
(5)	Conversion to Praxair Common Stock is on a 1-for-1 basis.
(6)	Deferred stock units accrued under the 1993 Praxair, Inc. Compensation Deferral Program as amended and are to be settled in Praxair Common Stock.

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