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                                                                     Exhibit 21
                                  [CBI INDUSTRIES, INC. LETTERHEAD]
 
                                            November 16, 1995
 
To Our Stockholders:
 
         On November 3, 1995, a subsidiary of Praxair, Inc. began a tender offer
(the "Praxair Offer") for all of the Company's outstanding Common Stock
(together with the associated Preferred Stock Purchase Rights) at a price of $32
per share in cash. YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE
PRAXAIR OFFER IS INADEQUATE AND NOT IN THE BEST INTERESTS OF THE COMPANY OR ITS
STOCKHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU REJECT THE PRAXAIR OFFER AND NOT TENDER YOUR SHARES TO PRAXAIR.
 
         In reaching the determination that the Praxair Offer is inadequate and
not in the best interests of CBI or its stockholders, your Board gave careful
consideration to CBI's financial performance and future prospects, the opinions
of the Company's financial advisors, Lehman Brothers Inc. and Merrill Lynch &
Co., that as of such date the consideration offered to the Company's
stockholders pursuant to the Praxair Offer is inadequate to such stockholders
from a financial point of view, the significant conditions to consummation of
the Praxair Offer, and the other factors described in the attached Schedule
14D-9. We urge you to read carefully the attached document in its entirety,
including the opinions of Lehman Brothers Inc. and Merrill Lynch & Co. included
as annexes, so that you will be fully informed as to the Board's recommendation.
 
         Your Board of Directors believes that the Praxair offer fails to
recognize the current value of the Company. The Board concluded that the
interests of the stockholders would be best served by the Company exploring
alternatives to maximize stockholder value and the Company is actively engaged
in that effort. In this regard, the Company has entered into confidentiality
agreements with certain parties.
 
     If you have any questions or need any assistance in withdrawing your shares
from the Praxair Offer please contact MacKenzie Partners, Inc. at (800) 322-2885
toll free.
 
         Your Directors thank you for your continued support.
 
                            On behalf of the Board of Directors,
 
                            /s/ John E. Jones
                            -----------------------------------
                            John E. Jones
                               Chairman, President and
                                  Chief Executive Officer