EXHIBIT 42





                          AMENDMENT TO RIGHTS AGREEMENT

              AMENDMENT dated as of December 22, 1995 (this "Amendment") 
         of an Amendment and Restatement of a Rights Agreement dated as
         of August 8, 1989 (as amended to date, the "Agreement") between
         CBI Industries, Inc., a Delaware corporation (the "Company"),
         and First Chicago Trust Company of New York, a New York corpo-
         ration (the "Rights Agent").  Terms used but not defined in
         this Amendment shall have the meaning set forth in the Agree-
         ment.

                               W I T N E S S E T H

              WHEREAS, on March 4, 1986, the Board authorized and de-
         clared a dividend distribution of one Right for each share of
         Common Stock outstanding on the Record Date, and contemplates
         the issuance of one Right (subject to adjustment) for each
         share of Common Stock of the Company issued (whether from the
         treasury or as an initial issuance) between the Record Date and
         the Distribution Date and in certain circumstances thereafter,
         each Right representing the right to purchase one one-hundredth
         of a share of Series A Junior Participating Preferred Stock of
         the Company (subject to adjustment) having the rights, powers
         and preferences set forth in the Certificate of Designation,
         Preferences and Rights attached as Exhibit A to the Agreement;

              WHEREAS, the Board has determined that it is advisable and
         in the best interest of the Company and its stockholders that
         the Agreement be amended as set forth in this Amendment;

              NOW, THEREFORE, in consideration of the premises and the
         mutual agreements herein set forth, the parties hereby agree as
         follows:

              1.   Paragraph 1.18 of Section 1 of the Agreement is
         hereby amended and restated to read in its entirety as follows:

                   "Permitted Tender Offer" shall mean
                   any tender offer or exchange offer for
                   all outstanding shares of Common Stock
                   of the Company that the Board, in its
                   sole discretion and subject to any
                   conditions the Board deems proper,
                   determines to be a Permitted Tender
                   Offer.

              2.   The Rights Agent shall not be liable for or by reason
         of any of the statements of fact or recitals contained in this
         amendment.  The Rights Agent shall not be under any responsi-
         bility in respect of the validity of this Amendment or the ex-
         ecution and delivery hereof (except the due execution hereby by
         the Rights Agent).





              3.   The term "Agreement" as used in the Rights Agreement
         shall be deemed to refer to the Rights Agreement as amended by
         this Amendment.  

              4.   Except as set forth herein, the Rights Agreement
         shall remain in full force and effect and shall be otherwise
         unaffected hereby.

              5.   This Amendment may be executed in one or more coun-
         terparts, each of which shall be deemed an original, but all of
         which together shall constitute on and use the same instrument.

              IN WITNESS WHEREOF, the parties hereto have caused this
         Amendment to be duly executed and their respective corporate
         seals to be hereunto affixed and attested, all as of the day
         and year first above written.


         Attest:                           CBI INDUSTRIES, INC.


         By:  /s/ Charlotte C. Toerber     By: /s/ John E. Jones        
         Name:  Charlotte C. Toerber       Name:  John E. Jones
         Title:  Secretary                 Title: Chairman, President &
                                                    CEO



         Attest:                           FIRST CHICAGO TRUST
                                             COMPANY OF NEW YORK


         By:  /s/ Ralph Persico            By: /s/ Michael Kane        
         Name:  Ralph Persico              Name:  Michael Kane
         Title:  Customer Service Officer  Title: Assistant Vice
                                                    President           


















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