Sec Form 4 Filing - Roberge Raymond P @ PRAXAIR INC - 2012-11-26

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 Roberge Raymond P 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 (Last) (First) (Middle) C/O PRAXAIR, INC., 39 OLD RIDGEBURY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2012 (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 11/26/2012 M 12,500 A $ 61.47 17,170.8718 ( 1 ) D Common Stock 11/26/2012 S 12,500 D $ 106.37 ( 2 ) 4,670.8718 ( 1 ) D Common Stock 70.0457 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) $ 61.47 11/26/2012 M 12,500 02/27/2008( 3 ) 02/27/2017 Common Stock 12,500 $ 0 0 D Stock Option (right to buy) $ 83.89 02/26/2009( 3 ) 02/26/2018 Common Stock 13,700 13,700 D Stock Option (right to buy) $ 60.92 02/24/2010( 3 ) 02/24/2019 Common Stock 27,090 27,090 D Stock Option (right to buy) $ 76.16 02/23/2011( 4 ) 02/23/2020 Common Stock 20,465 20,465 D Stock Option (right to buy) $ 97.84 02/22/2012( 5 ) 02/22/2021 Common Stock 19,790 19,790 D Stock Option (right to buy) $ 109.68 02/28/2013( 6 ) 02/28/2022 Common Stock 21,505 21,505 D Deferred Stock $ 0 ( 7 ) ( 8 ) ( 8 ) Common Stock 15,346.334 15,346.334 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Roberge Raymond P C/O PRAXAIR, INC. 39 OLD RIDGEBURY ROAD DANBURY, CT06810-5113 Senior Vice President Signatures Anthony M. Pepper, Attorney-in-Fact 11/28/2012 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 and unvested restricted stock units. ( 2 )The $106.37 price reported is the weighted average sale price. The sale prices ranged from $106.220 to $106.498 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 )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 23, 2011. ( 5 )This option vests over three years in three consecutive equal annual installments beginning on February 22, 2012. ( 6 )This option vests over three years in three consecutive equal annual installments beginning on February 28, 2013. ( 7 )Conversion to Praxair Common Stock is on a 1-for-1 basis. ( 8 )Deferred stock units acquired under the Praxair, Inc. Compensation Deferral Program as amended ("Deferred Program") and are to be settled in Praxair Common Stock.

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).

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