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 * Breedlove James T   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 VP, Gen. Counsel & Sec. (Last) (First) (Middle) C/O PRAXAIR, INC., 39 OLD RIDGEBURY ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2011 (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 02/28/2011   I   567.11 A $ 94.01 (1) 3,825.4843 I 401(k) Common Stock               28,485 (2) D

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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)

$ 61.47

02/27/2008(3)

02/27/2017

Common Stock

67,400

67,400

D

Stock Option (right to buy)

$ 83.89

02/26/2009(4)

02/26/2018

Common Stock

39,300

39,300

D

Stock Option (right to buy)

$ 60.92

02/24/2010(5)

02/24/2019

Common Stock

54,120

54,120

D

Stock Option (right to buy)

$ 76.16

02/23/2011(6)

02/23/2020

Common Stock

34,960

34,960

D

Stock Option (right to buy)

$ 97.84

02/22/2012(7)

02/22/2021

Common Stock

37,930

37,930

D

Deferred Stock

$ 0 (8)

(9)

(9)

Common Stock

971.672

971.672

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Breedlove James T C/O PRAXAIR, INC. 39 OLD RIDGEBURY ROAD DANBURY, CT 06810-5113			Senior VP, Gen. Counsel & Sec.

Signatures

Anthony M. Pepper		03/01/2011
**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)	Discretionary purchase transaction in 401(k) plan exempt from Section 16(b) under Rule 16b-3(f).
(2)	This total includes shares of unvested restricted stock.
(3)	This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.
(4)	This option vests over three years in three consecutive equal annual installments beginning on February 26, 2009.
(5)	This option vests over three years in three consecutive equal annual installments beginning on February 24, 2010.
(6)	This option vests over three years in three consecutive equal annual installments beginning on February 23, 2011.
(7)	This option vests over three years in three consecutive equal annual installments beginning on February 22, 2012.
(8)	Conversion to Praxair Common Stock is on a 1-for-1 basis.
(9)	Deferred stock units acquired under the Praxair, Inc. Compensation Deferral Program as amended ("Deferred Program") and are to be settled in Praxair Common Stock.

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