AMENDMENT TO RIGHTS AGREEMENT

          AMENDMENT dated as of March 8, 1995 (this "Amendment")
of an Amendment and Restatement of a Rights Agreement date as of
August 8, 1989 (as amended to date, the "Agreement") between CBI
Industries, Inc., a Delaware corporation (the "Company"), and
First Chicago Trust company of New York, a New York corporation
(the "Rights Agent").  terms used but not defined in this
Amendment shall have the meaning set forth in the Agreement.

                            W I T N E S S E T H

          WHEREAS, on March 4, 1986, the Board authorized and
declared a dividend distribution of one Right for each share of
Common Stock outstanding on the Record Date, and contemplates the
issuance of one Right (subject to adjustment ) for each share of
Common Stock of the Company issued (whether from the treasure or
as an initial issuance) between the Record Date and the
distribution Date and in certain circumstances thereafter, each
Right representing the right to purchase one one-hundredth of a
share of Series A Junior Participating Preferred Stock of the
Company having the rights, powers and preferences set forth in
the Certificate of Designation, Preferences and Rights attached
as Exhibit A to the Agreement;

          WHEREAS, the Board previously authorized, and the
Company and the Rights Agent executed, and amendment to the
Agreement dated December 20, 1994; and 

          WHEREAS, the Board has determined that it is advisable
and in the best interest of the Company and its stockholders that
the Agreement be amended as set forth in this Amendment;

          NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the parties hereby agree
as follows:

          1.   Paragraph 1.1 of Section 1 of the Agreement is
hereby amended to add to the end there of the following sentence:

          "Notwithstanding the foregoing, if the Board
          determines in good faith that a Person who
          would otherwise be an "Acquiring Person", as
          defined pursuant to the foregoing provisions
          of this paragraph 1.1, has become such
          inadvertently, as such Person divests as
          promptly as practicable a sufficient number
          of shares of Common Stock so that such Person
          would no longer be an "Acquiring Person," as
          defined pursuant to the foregoing provisions
          of this paragraph 1.1, then such Person shall
          not be deemed to be an "Acquiring Person" for
          any purposes of this Agreement."

          2.   The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained in
this amendment.  The rights Agent shall not be under any
responsibility in respect of the validity of this Amendment or
the execution and delivery hereof (except the due execution
hereof by the Rights Agent).

          3.   The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement as
amended by this Amendment.

          4.   Except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise
unaffected hereby.

          5.   This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute on and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.

Attest:                                 CBI INDUSTRIES, INC.



By:      /s/ Charlotte C. Toerber                               
     By:        /s/ John E. Jones                                
Name:  Charlotte C. Toerber                  Name:    John E.
Jones
Title:     Secretary                         Title:     
Chairman, President & CEO


Attest:                                 FIRST CHICAGO TRUST
COMPANY
                                   OF NEW YORK



By:        /s/ Albert Diorio                                      
     By:      /s/ Ralph Persico                                  
Name:      Albert Diorio                     Name:    Ralph
Persico
Title:     Assistant Vice President               Title:     
Customer Service Officer