SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 3)
_______________
CBI INDUSTRIES, INC.
(Name of Subject Company)
CBI INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $2.50 per share
(and Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
_______________
124800 10 3
(CUSIP Number of Class of Securities)
_______________
Charles O. Ziemer, Esq.
Senior Vice President and General Counsel
CBI Industries, Inc.
800 Jorie Boulevard
Oak Brook, Illinois 60521-2268
(708) 572-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)
_______________
With a copy to:
Richard D. Katcher, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019-6150
(212) 403-1000
This Amendment No. 3 amends and supplements the
Solicitation/Recomendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission (the "Commission")
on November 16, 1995, and as subsequently amended (as so
amended, the "Schedule 14D-9"), by CBI Industries, Inc., a
Delaware corporation (the "Company" or "CBI"), relating to the
tender offer made by PX Acquisition Corp. ("P Sub"), a Delaware
corporation and a wholly owned subsidiary of Praxair, Inc., a
Delaware corporation ("Praxair"), to purchase all outstanding
shares of Common Stock, including the associated Rights issued
pursuant to the Amendment and Restatement dated as of August 8,
1989 of a Rights Agreement dated as of March 4, 1986, between
the Company and First Chicago Trust Company of New York, as
Rights Agent, at a price of $32.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated November 3, 1995 and the related
Letter of Transmittal, as disclosed in a Tender Offer Statement
on Schedule 14D-1 filed by P Sub and Praxair with the Commis-
sion on November 3, 1995, and as subsequently amended (as so
amended, the "Schedule 14D-1"). Unless otherwise indicated,
all capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
(a) Litigation. Praxair and P Sub filed an amended
complaint in the Delaware Court of Chancery on November 17,
1995, which amended complaint was filed as Exhibit (a)(15) to
Amendment No. 5 to the Schedule 14D-1. On November 27, 1995
the Company filed its answer to Praxair's amended complaint,
which answer is filed herewith as Exhibit 33.
Item 9. Material to Be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 33 Answer in Praxair, Inc. and PX Acquisition Corp.
v. CBI Industries, Inc. (Delaware Chancery
Court).
SIGNATURE
After reasonable inquiry and to the best of its know-
ledge and belief, the undersigned certifies that the informa-
tion set forth in this statement is true, complete and correct.
CBI INDUSTRIES, INC.
Dated: November 30, 1995 By: /s/ John E. Jones
John E. Jones
Chairman, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit 33 Answer in Praxair, Inc. and PX Acquisition Corp.
v. CBI Industries, Inc. (Delaware Chancery
Court.)