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                         [LETTERHEAD OF AIRGAS, INC.]

                                             April 29, 1997


Dear Fellow Stockholders:

          Your Board of Directors has announced the adoption of a
new Stock Purchase Rights Plan (the "Plan").  I am enclosing a
document called "Summary of Rights to Purchase Preferred Stock,"
which provides certain information about the Plan, and I urge you
to read it carefully.  This letter explains some of the Board's
reasons for adopting the Plan.

          As you may be aware, the Company adopted in August 1988
a Stock Purchase Rights Plan (the "1988 Plan") which will expire
in August 1998.  In view of, among other things, the impending
expiration of the 1988 Plan, the Board of Directors has
determined to adopt the Plan, which like the 1988 Plan is
intended to assure that all of the Company's stockholders receive
fair and equal treatment in the event of any proposed takeover of
the Company and to protect stockholders' interests in the event
the Company is confronted with partial tender offers or other
coercive or unfair takeover tactics.  Instead of redeeming the
rights issued under the 1988 Plan at a cost of approximately
$170,000, the Board has amended the 1988 Plan during its
remaining term so as to prevent it from having any effect when
and if the new Plan is triggered.

          Because I believe it is important that we communicate
the purpose of this Plan and its effect on you as stockholders as
clearly as possible, I am outlining below the primary elements of
the Plan:

          The Plan provides for a dividend of Rights which
initially enables the stockholders to purchase shares of a newly
authorized series of the Company's Preferred Stock.  Each
stockholder of record as of April 29, 1997 will receive one Right
for each share of the Company's Common Stock owned.   

          The Rights cannot be exercised until one of the
following events occurs:

     -    An individual or group acquires 15% (20% in the case of
          Peter McCausland or certain of his affiliates) or more
          of the Company's Common Stock (an "Acquiring Person"), 

                               or

     -    An individual or group begins a tender offer for 15%
          (20% in the case of Peter McCausland or certain of his
          affiliates) or more of the Company's Common Stock.

          Shortly after one or more of these events occurs, the
Company will send each stockholder a separate Right certificate. 
The stockholder may then sell this Right or transfer it
independent of the share of Common Stock with which it was
previously associated.

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          If a person or group becomes an Acquiring Person, each
Right will entitle its holder (other than such person or group)
to purchase, for the exercise price in effect under the Plan, a
number of shares of the Company's Common Stock having a market
value of twice such price.

          In addition, if the Company is acquired in a merger or
other business combination, each Right will entitle its holder
(other than the acquiror) to purchase, for the exercise price in
effect under the Plan, a number of shares of the acquiror's
Common Stock having a market value of twice such price.

          The Rights can be redeemed by the Company at a price of
$.001 per Right up to ten days after the public announcement that
someone has become an Acquiring Person. If, however, there has
been a change in a majority of the Board as a result of a proxy
contest, and a person who was a participant in the contest has
indicated an intention to become (or the Board determines that
such person intends to become) an Acquiring Person, then the
redemption of the Rights will require the approval of a majority
of the Continuing Directors of the Company.  A "Continuing
Director" is a member of the Board of Directors of the Company
who is neither an Acquiring Person nor affiliated with an
Acquiring Person and was either a member of the Board prior to
the distribution of the Rights or subsequently became a member of
the Board through recommendation or approval by a majority of the
Continuing Directors.  If the Rights are not redeemed by the
Company, they will expire on April 1, 2007. 

     The Plan is not intended, nor will it operate, to prevent an
acquisition of the Company if the terms are favorable and fair to
all stockholders.  The Plan is designed to deal with the very
serious problem of unilateral actions by hostile acquirors that
are calculated to deprive your Board of the ability to determine
the destiny of the Company.  The declaration of the Rights
dividend should not affect any prospective offer at a fair price
to all stockholders and certainly will not interfere with a
merger or other business combination approved by your Board of
Directors.

     One overriding objective of the adoption of this Plan is to
see that the excellent progress we have made in building value
for our stockholders continues.  While we are pleased with the
progress we have made, there is still much to accomplish.  The
Board believes that adoption of the Plan will permit the Company
to continue to implement the strategies responsible for the
progress made to date.

                                   Sincerely,

                                   /s/ Peter McCausland

                                   Peter McCausland
                                   Chairman and Chief Executive
                                   Officer