SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

             

Form 8-A/A
Amendment No. 2
(to Registration Statement on
Form 8-A dated March 7, 1986)



FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934


                 CBI INDUSTRIES, INC.                 
(Exact name of registrant as specified in its charter)


                Delaware                             36-3009343    
(State of incorporation or organization)        (IRS Employer      
                                                Identification No.)

800 Jorie Boulevard, Oak Brook, Illinois          60521            
(Address of principal executive offices)        (Zip Code)         


Securities to be registered pursuant to Section 12(b) of the Act:

        Title of each class           Name of each exchange on which
        to be so registered           each class is to be registered

Preferred Stock Purchase Rights       New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:


                                None                                
(Title of Class)

          The Company hereby amends Item 1 of its Registration
Statement on Form 8-A, dated March 7, 1986, as amended to date
(the "Prior Form 8-A"), by adding the information set forth
below under the caption "Amendment to the Rights Agreement." 
The Company also amends Item 2 by adding the Amendment to the
Rights Agreement as an Exhibit thereto.  Terms used but not
defined herein shall have the meaning set forth in the Prior
Form 8-A, which is hereby incorporated herein by reference.

Item 1.   Description of Registrant's 
          Securities to be Registered.

Amendment to Rights Agreement

          On December 20, 1994, the Company and the Rights
Agent entered into an Amendment (the "Amendment") to the
Rights Agreement.  The Amendment, among other things, amends
the Rights Agreement to lower from 20% to 10% the threshold of
beneficial ownership at which a person is deemed to be an
Acquiring Person under the Rights Agreement.

          A copy of the Amendment is attached as Exhibit 1
hereto and is incorporated herein by reference.  The foregoing
description of the Rights, as amended, does not purport to be
complete and is qualified in its entirety by reference to the
Amendment and the Rights Agreement.

Item 2.   Exhibits.

          The following exhibit is filed as part of this Reg-
          istration Statement:

     1.   Amendment to Rights Agreement dated as of December
          20, 1994 to an Amendment and Restatement of a Rights
          Agreement dated August 8, 1989 between the Company
          and First Chicago Trust Company of New York.


SIGNATURE

     Pursuant to the requirements of Section 12 of the Secu-
rities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.


Date:  December 21, 1994

                              CBI INDUSTRIES, INC.



                              /s/ John E. Jones            
                              Name:  John E. Jones
                              Title: President, Chief
                                     Executive Officer and
                                     Chairman of the Board