Exhibit 10.6 (b)


                       RESOLUTIONS APPROVING AN AMENDMENT
                     TO THE AIR PRODUCTS AND CHEMICALS, INC.
              DEFERRED COMPENSATION PLAN FOR DIRECTORS (THE "PLAN")


     WHEREAS,  it  has  been  recommended  to  the  Board  of  Directors  by the
Nominating and Corporate Governance Committee that the Plan be amended to permit
directors  to  transfer  rights  under  the  Plan  to the  payment  of  deferred
compensation  and earnings  thereon by gift to, or to trusts for the benefit of,
their family members;

     NOW,  THEREFORE,  BE IT RESOLVED,  that effective 20 September  2001,  Plan
Section 11 shall be, and it hereby is,  amended and  restated in its entirety to
read as follows:

     11.  Nonassignability

          The right of a participant to the payment of deferred compensation
          and earnings thereon under the Plan shall not be assigned,
          transferred, pledged or encumbered or be subject in any manner to
          alienation or anticipation, except by gift to the director
          participant's family member(s) or to trust(s) of which such family
          member(s) are beneficiaries and subject to the administrative
          procedures and conditions set forth in the "Administrative Procedures
          Regarding Transfers of the Right to Payment of Deferred Compensation
          dated 20 September 2001" attached as Exhibit A; to his or her
          designated beneficiary; or by will or the laws of descent and
          distribution.

     RESOLVED FURTHER, that the proper officers of the Company be, and they each
hereby are, authorized and empowered, in the name and on behalf of the Company,
to make, execute, and deliver such instruments, documents, and certificates and
to do and perform such other acts and things as may be necessary or appropriate
to accomplish the amendment of the Plan as aforesaid, and to carry out the
intent and accomplish the purpose of these resolutions.

                                           APCI BOARD OF DIRECTORS
                                           20 September 2001