Sec Form 4 Filing - ANGEL STEPHEN F @ PRAXAIR INC - 2015-02-27

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) Chairman, President & CEO (Last) (First) (Middle) C/O PRAXAIR, INC., 39 OLD RIDGEBURY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2015 (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 2,268 I In trust for children Common Stock 58,065 I Grantor Retained Annuity Trusts Common Stock 7,879.0889 I 401(k) Common Stock 02/27/2015 M 40,786 A $ 53.98 142,096.127 D Common Stock 02/27/2015 S 40,786 D $ 128.19 ( 1 ) 101,310.127 D Common Stock 03/02/2015 M 16,242 A $ 53.98 117,552.127 D Common Stock 03/02/2015 S 16,242 D $ 129.2 ( 2 ) 101,310.127 D Common Stock 03/02/2015 M 125,000 A $ 61.47 226,310.127 D Common Stock 03/02/2015 S 125,000 D $ 129.38 ( 3 ) 101,310.127 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 (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 02/27/2015 M 40,786 02/28/2007( 4 ) 02/29/2016 Common Stock 40,786 $ 0 16,242 D Stock Option (right t buy) $ 53.98 03/02/2015 M 16,242 02/28/2007( 4 ) 02/29/2016 Common Stock 16,242 $ 0 0 D Stock Option (right to buy) $ 61.47 03/02/2015 M 125,000 02/27/2008( 4 ) 02/27/2017 Common Stock 125,000 $ 0 183,300 D Stock Option (right to buy) $ 83.89 02/26/2009( 4 ) 02/26/2018 Common Stock 195,200 195,200 D Stock Option (right to buy) $ 60.92 02/24/2010( 4 ) 02/24/2019 Common Stock 281,510 281,510 D Stock Option (right to buy) $ 76.16 02/23/2011( 4 ) 02/23/2020 Common Stock 204,640 204,640 D Stock Option (right to buy) $ 97.84 02/22/2012( 4 ) 02/22/2021 Common Stock 218,175 218,175 D Stock Option (right to buy) $ 109.68 02/28/2013( 5 ) 02/28/2022 Common Stock 236,510 236,510 D Stock Option (right to buy) $ 110.58 02/26/2014( 6 ) 02/26/2023 Common Stock 187,015 187,015 D Stock Option (right to buy) $ 128.8 02/25/2015( 7 ) 02/25/2024 Common Stock 203,930 203,930 D Stock Option (right to buy) $ 128.38 02/24/2016( 8 ) 02/24/2025 Common Stock 261,075 261,075 D Deferred Stock Unit $ 0 ( 9 ) ( 10 ) ( 10 ) Common Stock 61,187.284 61,187.284 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ANGEL STEPHEN F C/O PRAXAIR, INC. 39 OLD RIDGEBURY ROAD DANBURY, CT06810-5113 X Chairman, President & CEO Signatures Anthony M. Pepper, Attorney-in-Fact 03/03/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The $128.19 price reported is the weighted average sale price. The sale prices ranged from $128.000 to $128.620 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. ( 2 )The $129.20 price reported is the weighted average sale price. The sale prices ranged from $129.050 to $129.310 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 $129.38 price reported is the weighted average sale price. The sale prices ranged from $129.045 to $130.37 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 )This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant. ( 5 )This option vests over three years in three consecutive equal annual installments beginning on February 28, 2013. ( 6 )This option vests over three years in three consecutive equal annual installments beginning on February 26, 2014. ( 7 )This option vests over three years in three consecutive equal annual installments beginning on February 25, 2015. ( 8 )This option vests over three years in three consecutive equal annual installments beginning on February 24, 2016. ( 9 )Conversion to Praxair Common Stock is on a 1-for-1 basis. ( 10 )Deferred stock units acquired under the Praxair Compensation Deferral Program as amended 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).

** 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.