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):

March 8, 1995


CBI Industries, Inc.

                                                                  
(Exact name of registrant as specified in its charter)

Delaware             7833                 36-3009343
(State of            (Commission          (IRS Employer
 Incorporation)      File No.)            Identification Number)

                  800 Jorie Boulevard
                  Oak Brook, Illinois 60521-2268                  

(Address, including zip code, of principal executive offices)


Registrant's telephone number including area code:  708-572-7000


Item 5.   Other Events.

          On March 8, 1995, the Board of Directors of CBI
Industries, Inc. (the "Company") approved amendments to its
Shareholder Rights Plan.  The amendments to the Plan are
described in Item 1 (Description of Registrant's Securities to be
Registered) of an Amendment No. 3 on Form 8A/A dated March 22,
1995 to a Registration Statement on Form 8-A dated March 7, 1986
(Commission File No. 1-7833) and such description is hereby
incorporated herein by reference.  Such description does not
purport to be complete and is qualified in its entirety by
reference to the Amendment dated March 8, 1995 to an Amendment
and Restatement of Rights Agreement dated as of August 8, 1989,
as amended to date, between the Company and First Chicago Trust
Company of New York, as Rights Agent, which is attached as
Exhibit 1 hereto and is hereby incorporated herein by reference. 

Item 7.   Financial Statements Pro Forma Financial Information
and Exhibits.

     1.   Amendment to Rights Agreement dated as of March 8, 1995
          to an Amendment and Restatement of a Rights Agreement  
          dated August 8, 1989, as amended,  between the Company 
          and First Chicago Trust Company of New York, as Rights 
          Agent.



SIGNATURES

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

                              CBI INDUSTRIES, INC.



                              By:/s/ George L. Schueppert     
                                 Executive Vice President and
                                 Chief Financial Officer 
                                 
                                
                                
Dated:  April 21, 1995