CBI Industries, Inc.
George L. Schueppert, (708) 572-7257
December 20, 1994

IND 362


CBI Industries, Inc. (NYSE: CBH) announced today that its Board of Directors
had received, thoroughly reviewed, and unanimously rejected an unsolicited
offer from Airgas, Inc. (NYSE: ARG) for the acquisition of CBI's Liquid
Carbonic subsidiary in exchange for either Airgas stock or cash.  CBI said its
Board of Directors had rejected the Airgas offer as clearly not being in the
best interests of the CBI stockholders.  The Board stated that a separation of
Liquid Carbonic from CBI's other businesses would be inconsistent with CBI's
strategy, focus, business plan and capital investment program.  Additionally,
the Board concluded that the Airgas offer was inadequate even if a sale of
Liquid Carbonic would have been considered at this time.  In reaching its
conclusions, the CBI Board of Directors was assisted by its financial
advisors, Lehman Brothers Inc. and Merrill Lynch & Co., both of whom opined
that each of the Airgas stock proposal and cash proposal was inadequate from a
financial point of view.

The Airgas proposal contemplated that CBI would spin-off, in the form of a
dividend to its shareholders, its Contracting Segment and its Investment
Segment as a new company on a debt-free basis.  Following that spin-off, CBI,
which would then own only Liquid Carbonic, would merge with Airgas.  CBI
shareholders would receive, in exchange for their CBI common stock,
approximately 19 million shares of Airgas common stock, representing
approximately 35% of the Airgas shares to be outstanding after the merger, and
would continue to own the spun-off Contracting and Investment business. 
According to the proposal, the merger and the spin-off are assumed by Airgas
to be tax-free events.

CBI stated that the Airgas merger proposal, based on the current market price
of Airgas, would result in CBI stockholders holding securities which CBI
expects, based upon the advice of its financial advisors, would have a lesser
market value than the value at which CBI common stock currently trades.  The
Airgas proposal also states that, in lieu of a merger transaction, Airgas
would be prepared to purchase Liquid Carbonic for a price of $1.45 billion,
part of which would be paid by the assumption of all of CBI's outstanding
indebtedness and the remainder of which would be paid in cash.  CBI stated
that, as of September 30, 1994, it had approximately $770 million of
outstanding indebtedness, substantially all of which would have to be
refinanced in connection with either of the proposed Airgas transactions.  CBI
stated, even assuming favorable tax treatment for the transaction, that the
cash purchase of Liquid Carbonic proposed by Airgas would yield an inadequate
value for CBI's stockholders. 




CBI also reported that Airgas had filed under the Hart-Scott-Rodino Act for
the purpose of allowing Airgas to purchase up to 15% of CBI's common stock
"through open market or privately negotiated purchases or otherwise" and that
CBI yesterday made the required responsive filing.  Although Airgas
advised CBI that Airgas believed it would be "mutually beneficial to explore
the advisability and feasibility of this transaction outside the public
forum," CBI stated that, in view of Airgas' intention to buy CBI stock and in
light of the Board's unanimous rejection of Airgas' inadequate and unsolicited
offer, public disclosure of the Airgas proposal is appropriate at this time.

In addition, CBI announced its Board of Directors had authorized, and CBI and
First Chicago Trust Company of  New York had executed, an amendment to CBI's
Shareholder Rights Plan.  The amendment lowers the threshold ownership level
required to trigger a distribution of the Rights under the Rights Plan from
20% to 10%.  After giving effect to the amendment, the Plan provides that if a
person or group acquires 10% or more of the outstanding CBI common shares,
each Right will entitle its holder, other than the person or group which has
acquired the shares, to purchase common shares of CBI having a market value
equal to twice the exercise price of each Right.

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CBI Industries has subsidiaries operating in industrial gases, the
construction of metal plate structures and other contracting services,
petroleum product blending and storage, and other investments.