EXHIBIT 32











                    [Wachtell, Lipton, Rosen & Katz Letterhead]






                                November 24, 1995




         BY HAND

         Neil T. Anderson, Esq.
         Sullivan & Cromwell
         125 Broad Street
         New York, New York  10004

                   Re:  CBI Confidentiality Agreement

         Dear Neil:

                   I am in receipt of your letter dated November 21,
         1995 and your mark-up of the proposed confidentiality
         agreement.  As you know, your mark-up quite explicitly proposes
         that Praxair be treated more favorably than all other
         interested parties in that, among other things, Praxair would
         be permitted to continue its tender offer, engage in any other
         takeover activities and publicly disclose CBI's confidential
         information in connection with its tender offer.  In essence,
         Praxair is willing to receive CBI's confidential information
         but only so long as Praxair is subject to virtually no
         restriction on its activity.

                   Our draft would give Praxair an agreement no less
         favorable to it than those entered into by other interested
         parties.  We believe that this is fair and is entirely
         appropriate.

                   CBI has previously announced that it is actively
         engaged in exploring alternatives for maximizing shareholder
         value.  To, as you put it, recognize Praxair's "unique status,"
         while pleasing Praxair, would not in the judgment of CBI serve
         CBI's goal of maximizing shareholder value.  The Board's
         fiduciary duties, of course, run to all CBI shareholders, not
         to Praxair.






         Neil T. Anderson, Esq.
         November 24, 1994




                   As you are aware, our proposed confidentiality
         agreement contains a two year standstill provision.  In the
         interests of compromise and in order to facilitate your
         client's access to the information it requests, CBI would be
         willing to agree to a six month standstill period.

                   We look forward to your thoughts.

                                            Sincerely,


                                            /s/Dick Katcher

                                            Richard D. Katcher

         RDK:b
         Enclosure