EXHIBIT 35










                                 [CBI Letterhead]





         December 7, 1995



         To:  CBI Salaried Employees


         Over the last several weeks, you undoubtedly have seen the
         press coverage of events surrounding Praxair's proposal to
         acquire CBI Industries, Inc.  You should be aware that there
         are certain legal considerations that limit our ability to
         communicate on these matters; however, there has been a recent
         development which directly affects ESOP participants of which
         you should be aware.  The Company has been informed that on
         December 1, 1995, the ESOP Trustee, LaSalle National Trust
         N.A., made an independent decision to sell all of the ESOP's
         allocated and unallocated shares of common stock on the open
         market at a net price per share of $33.2507.  All ESOP partici-
         pants can expect a letter from the Trustee shortly regarding
         this action.  However, here is some additional information.

              -    The common shares disposed of by the ESOP constituted
                   approximately 25% of the common shares beneficially
                   owned by the ESOP.  The remaining 75% of the common
                   shares beneficially owned by the ESOP Trust continue
                   to be held by the Trustee in the form of CBI convert-
                   ible preferred stock.

              -    The ESOP will continue to operate essentially as it
                   did before this event, except that each participant's
                   account will be credited with $33.2507 in cash for
                   each share of common stock held in each participant's
                   account at the time of the sale.

              -    The Trustee advises that the sales proceeds, whether
                   allocated to participants' accounts or held as an
                   unallocated asset of the trust, will be invested in
                   short-term instruments, subject to possible reinvest-
                   ment in CBI common stock.  Participants' accounts
                   will be credited with interest earned on the cash
                   held in their accounts.

              -    The sale of the common shares by the Trustee does not
                   constitute any form of ESOP distribution or taxable
                   event to participants.




         December 7, 1995
         Page 2




         I would also like to use this opportunity to bring you up to
         date on other related matters.  As you know, on November 3
         Praxair initiated an unsolicited tender offer to acquire all
         outstanding common shares of CBI Industries, Inc. stock at
         $32.00 per share.  On November 16, the CBI Board of Directors
         announced that it had rejected Praxair's offer after having
         determined that the offer was inadequate, and at the same time
         the Board said that it would explore alternatives to maximize
         shareholder value.  Praxair, along with others, has signed a
         confidentiality agreement and is participating in this process,
         which continues.

         I certainly recognize that the continuing talk of change is, at
         best, unsettling.  However, we as employees are best served by
         continuing to focus on the needs of our customers, and your
         efforts in this regard are truly appreciated.  We will try to
         keep you informed of additional developments.





         /s/ John E. Jones         
         John E. Jones
         Chairman, President and
         Chief Executive Officer