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. 5)
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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. 5 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. Unless
otherwise indicated, all capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Schedule
14D-9.
Item 6. Recent Transactions and Intent with Respect to
Securities.
(a) The Company has been advised by LaSalle National
Trust, N.A. as trustee (the "Trustee") of the CBI Salaried
Employees Stock Ownership Plan (1987) (the "Plan"), that on
December 1, 1995 the Trustee caused the Plan to sell all
1,680,893 shares of Common Stock then held by the Plan on the
open market for $33.2507 per share. After giving effect to
such disposition, the Plan continues to hold approximately 5.18
million common share equivalents in the form of Convertible
Voting Preferred Stock, Series C.
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: December 7, 1995 By: /s/ John E. Jones
John E. Jones
Chairman, President and
Chief Executive Officer