Sec Form 4 Filing - MALFITANO RICARDO S @ PRAXAIR INC - 2012-02-21

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 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 MALFITANO RICARDO S 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) Executive Vice President (Last) (First) (Middle) 39 OLD RIDGEBURY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2012 (Street) DANBURY, CT06810-5113 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/21/2012 M 50,501 A $ 53.98 86,383.6131 ( 1 ) D Common Stock 02/21/2012 S 50,501 D $ 110.026 ( 2 ) 35,882.6131 ( 1 ) D Common Stock 02/21/2012 M 18,447 A $ 61.47 54,329.6131 ( 1 ) D Common Stock 02/21/2012 S 18,447 D $ 110.006 ( 3 ) 35,882.6131 ( 1 ) D Common Stock 02/22/2012 M 23,556 A $ 53.98 59,438.6131 ( 1 ) D Common Stock 02/22/2012 S 23,556 D $ 110.011 ( 4 ) 35,882.6131 ( 1 ) D Common Stock 02/22/2012 M 10,110 A $ 61.47 45,992.6131 ( 1 ) D Common Stock 02/22/2012 S 10,110 D $ 110.007 ( 5 ) 35,882.6131 ( 1 ) D Common Stock 2,745.6155 I 401(k)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 53.98 02/21/2012 M 50,501 02/28/2007( 6 ) 02/29/2016 Common Stock 50,501 $ 0 23,556 D Stock Option (right to buy) $ 61.47 02/21/2012 M 18,447 02/27/2008( 6 ) 02/27/2017 Common Stock 18,447 $ 0 54,421 D Stock Option (right to buy) $ 53.98 02/22/2012 M 23,556 02/28/2007( 6 ) 02/27/2016 Common Stock 23,556 $ 0 0 D Stock Option (right to buy) $ 61.47 02/22/2012 M 10,110 02/27/2008( 6 ) 02/27/2017 Common Stock 10,110 $ 0 44,311 D Stock Option (right to buy) $ 83.89 02/26/2009( 6 ) 02/26/2018 Common Stock 54,800 54,800 D Stock Option (right to buy) $ 60.92 02/24/2010( 7 ) 02/24/2019 Common Stock 83,900 83,900 D Stock Option (right to buy) $ 76.16 02/23/2011( 8 ) 02/23/2020 Common Stock 53,720 53,720 D Stock Option (right to buy) $ 97.84 02/22/2012( 9 ) 02/22/2021 Common Stock 57,720 57,720 D Deferred Stock $ 0 ( 10 ) ( 11 ) ( 11 ) Common Stock 11,335.648 11,335.648 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MALFITANO RICARDO S 39 OLD RIDGEBURY ROAD DANBURY, CT06810-5113 Executive Vice President Signatures Anthony M. Pepper, Attorney-in-Fact 02/23/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This total includes shares previously acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan. ( 2 )The $110.026 price reported is the weighted average sale price. The sale prices ranged from $110.00 to $110.328 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the reporting person will provide full information regarding the number of shares sold at each separate price. ( 3 )The $110.006 price reported is the weighted average sale price. The sale prices ranged from $110.00 to $110.095 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the reporting person will provide full information regarding the number of shares sold at each separate price. ( 4 )The $110.011 price reported is the weighted average sale price. The sale prices ranged from $110.00 to $110.20 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the reporting person will provide full information regarding the number of shares sold at each separate price. ( 5 )The $110.007 price reported is the weighted average sale price. The sale prices ranged from $110.00 to $110.26 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the reporting person will provide full information regarding the number of shares sold at each separate price. ( 6 )This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant. ( 7 )This option vests over three years in three consecutive equal annual installments beginning on February 24, 2010. ( 8 )This option vests over three years in three consecutive equal annual installments beginning on February 23, 2011. ( 9 )This option vests over three years in three consecutive equal annual installments beginning on February 22, 2012. ( 10 )Conversion to Praxair Common Stock is on a 1-for-1 basis. ( 11 )Deferred stock units acquired under the Praxair, Inc. Compensation Deferral Program as amended ("Deferral Program") and are to be settled in Praxair Common Stock.

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