UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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)  October 25, 2006
                                                        ------------------


                                  PRAXAIR, INC.
                                  -------------
             (Exact name of registrant as specified in its charter)


DELAWARE
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(State or Other jurisdiction of incorporation)


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


39 OLD RIDGEBURY ROAD, DANBURY, CT                       06810-5113
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(Address of principal executive offices)                 (Zip Code)


(203) 837-2000
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(Registrant's telephone number, including area code)


N/A
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(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))





ITEM 2.02.  Results of Operations and Financial Condition.
---------------------------------------------------------

On October 25, 2006, Praxair, Inc. issued a press release setting forth Praxair,
Inc.'s results of operations for the third quarter ended September 30, 2006. A
copy of Praxair, Inc.'s press release is attached hereto as Exhibit (99.1) and
is hereby incorporated by reference.


ITEM 9.01.  Financial Statements and Exhibits.
---------------------------------------------

     (d)       Exhibits.

Exhibit No.                                    Description
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99.1         Press Release dated October 25, 2006.



                                   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: October 25, 2006                       By: /s/ Patrick M. Clark
    ------------------                           -------------------------------
                                                 Patrick M. Clark
                                                 Vice President and Controller


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Exhibit Index

Exhibit 99.1         Press release dated October 25, 2006