UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K



                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported) July 28, 2004
                                                          -------------

                                  PRAXAIR, INC.
                                  -------------
             (Exact Name of Registrant as Specified in Its Charter)


DELAWARE
--------
(State or Other Jurisdiction of Incorporation)


1-11037                                 06-124-9050
-------                                 -----------
(Commission File Number)                (IRS Employer Identification No.)


39 OLD RIDGEBURY ROAD, DANBURY, CT                            06810-5113
----------------------------------                            ----------
(Address of Principal Executive Offices)                      (Zip Code)


(203)837-2000
-------------
(Registrant's Telephone Number, Including Area Code)


N/A
---
(Former Name or Former Address, if Changed Since Last Report)







Item 9.   Regulation FD Disclosure

          The following information is furnished pursuant to Item 9, "Regulation
          FD Disclosure" and Item 12, "Results of Operations and Financial
          Condition."

          On July 28, 2004, Praxair, Inc. issued a press release setting forth
          Praxair, Inc.'s second quarter 2004 earnings. A copy of Praxair,
          Inc.'s press release is attached hereto as Exhibit (99) and is hereby
          incorporated by reference.








                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           PRAXAIR, INC.
                                           -------------
                                           Registrant




Date: July 28, 2004                        By: /s/ Patrick M. Clark
      -------------                            ---------------------------------
                                                   Patrick M. Clark
                                                   Vice President and Controller


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Exhibit Index

Exhibit 99.1             Press release dated July 28, 2004.