1


                                                                      EXHIBIT 38
 
                      [CBI INDUSTRIES, INC. LETTERHEAD]
 
                                                               December 28, 1995
 
To Our Stockholders:
 
     CBI Industries, Inc. has entered into a merger agreement with Praxair, Inc.
which provides for a wholly owned subsidiary of Praxair to amend its existing
cash tender offer to increase the price offered for all outstanding common
shares of CBI from $32.00 per share to $33.00 per share. The Praxair tender
offer will be followed by a merger of the Praxair subsidiary with CBI. In the
merger, each CBI share which is not purchased in the tender offer (other than
shares owned by Praxair and its subsidiaries and shares as to which dissenters'
rights are perfected) will be converted into the right to receive $33.00 in
cash.
 
     THE BOARD OF DIRECTORS OF CBI HAS UNANIMOUSLY APPROVED THE TRANSACTION WITH
PRAXAIR, HAS DETERMINED THAT THE AMENDED OFFER AND THE MERGER ARE FAIR TO AND IN
THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS THAT
STOCKHOLDERS ACCEPT THE $33.00 AMENDED OFFER AND TENDER THEIR SHARES. The
amended offer is scheduled to expire at midnight, New York City time, on
Thursday, January 11, 1996.
 
     Enclosed are Praxair's Supplement dated December 28, 1995 to its Offer to
Purchase dated November 3, 1995, and a revised Letter of Transmittal. These
documents set forth the amended terms and conditions of the Praxair tender offer
and contain other important information relating to the tender offer and the
merger. These documents also provide instructions as to how to tender your CBI
shares. Also attached is a copy of an amendment to CBI's Schedule 14D-9, as
filed with the Securities and Exchange Commission. The attached Schedule 14D-9
describes in more detail the reasons for your Board's decision. Among other
things, the Board considered the opinions of Lehman Brothers Inc. and Merrill
Lynch & Co., its financial advisors, that, as of such date, the consideration to
be offered to CBI stockholders pursuant to the amended tender offer and the
merger is fair to such stockholders from a financial point of view. We urge you
to read all of these materials carefully; including the text of such opinions
attached as Annexes to the Schedule 14D-9.
 
     Your Board of Directors, the management and employees of CBI thank you
sincerely for your loyal support.
 
                  On behalf of the Board of Directors,
 
                                            /s/  John E. Jones
                                          -----------------------
                                          Chairman, President and
                                            Chief Executive Officer