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                                                             Exhibit 20

H. William Lichtenberger                                   Praxair, Inc.
Chairman and                                       19 Old Ridgebury Road
Chief Executive Officer                           Danbury, CT 06810-5113
                                                      Tel (203) 837-2554
                                                      Fax (203) 837-2518     


                              [PRAXAIR LETTERHEAD]


                                            October 27, 1995


Mr. John E. Jones
Chairman, President and Chief
Executive Officer
CBI Industries, Inc.
800 Jorie Boulevard
Oak Brook, IL 60522-7001


Dear John:

     As you know, over the past six months you and I have had several
discussions regarding a possible transaction to effect a merger of our
respective companies.  Based on our conversations, I think we both realize that
significant benefits could be realized by both our companies from such a
transaction.  Therefore, I was greatly disappointed when you told me on October
20 that you had decided not to continue our discussions.

     As I told you during that telephone conversation, in recent weeks we at
Praxair have continued to carefully study the dynamics and potential advantages
of a business combination of Praxair and CBI.  As a result, we now feel even
more strongly that such a business combination would result in significant
strategic benefits for both our companies and our respective shareholders.  In
light of your current position which you communicated to me on October 20, and
given what we continue to view as the compelling rationale for a business
combination, we have decided that the best way to proceed is for Praxair to
submit a specific proposal to your Board of Directors for its formal
consideration.

     Accordingly, on behalf of the Board of Directors of Praxair, I am pleased
to propose herewith the merger of Praxair and CBI pursuant to which your
shareholders would receive $32.00 for each share of CBI common stock, which we
would propose to pay in either cash or Praxair common stock.  Our proposal to
effect a merger of Praxair and CBI is subject to the negotiation of a mutually
satisfactory definitive merger agreement containing customary terms and closing
conditions.

     I hope that you will recognize the powerful business logic behind our
proposal and that you will promptly submit it to your Board of Directors for its
consideration with a favorable recommendation from you.  It is our hope that,
after appropriate consideration by your Board of Directors, your Board will
authorize proceeding with the negotiation of the definitive merger agreement on
the terms we have proposed.

   2

Mr. John E. Jones
CBI Industries, Inc.
Page two


     The price per share in our merger proposal is based on our present
knowledge of CBI, which is limited to public information.  It is our view that
the price we are proposing would be both fair and highly attractive to your
shareholders.  Our proposal offers your shareholders a significant premium over
the current market value of CBI.

     The transaction we propose represents a clearly attractive opportunity for
Praxair to combine the leading industrial gases supplier in North and South
America and the premier world supplier of carbon dioxide.  The combined
enterprise will be strongly positioned to maximize our marketing, engineering
and technological skills as it expands its operations further into major global
markets.  It will also be able to develop significant new applications for a
wide range of products and advanced technologies to enable our customers to
improve their productivity, product quality and environmental performance.
Together, Praxair's and CBI's business portfolios and synergies will provide the
enterprise with considerable opportunities to support strong future sales and
earnings growth.

     We are prepared to move promptly in connection with our proposal.  We would
be happy to meet with you and other members of your Board of Directors and
senior management as soon as practicable to discuss our proposal in detail and
to answer any questions you or they may have.  We realize that your Board of
Directors will want to carefully consider our proposal, but we do ask that the
Board respond to us as soon as possible, and in any event by noon, on November
1, 1995.

     While we would very much prefer that a business combination of our
companies be effected pursuant to the negotiation of a merger on the terms we
have proposed, you and your Board should appreciate that if your Board rejects
our proposal to negotiate a merger, we reserve the right to propose directly to
the shareholders of CBI a cash offer for CBI by Praxair.

     We look forward to hearing the response of your Board of Directors after it
has reviewed our merger proposal.


                                            Sincerely,



                                            /s/ Bill
                                            H.W. Lichtenberger


HWL/asr