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                                                                EXHIBIT 41




              FORM OF LETTER TO RESTRICTED STOCK PLAN PARTICIPANTS


Dear Restricted Stock Plan Participant:

         As you are undoubtedly aware, on December 22, 1995, CBI Industries,
Inc. (the "Company") and Praxair, Inc. ("Praxair") announced that they had
entered into a merger agreement pursuant to which Praxair is increasing the
price offered in its tender offer to $33 per share and each share not tendered
will be converted into the right to receive $33 per share in a second step
merger.

         Under the terms of the Company's restricted stock plans, shares you
hold which are still subject to restrictions would be forfeited if you
attempted to tender them into the Praxair tender offer.  Accordingly, those
shares that are still subject to restriction should not be tendered.

         However, pursuant to the merger agreement, immediately following
Praxair's purchase of shares in its tender offer and assuming Praxair buys 10%
or more of the Company's shares in the tender offer, the restricted stock plans
will terminate and the restrictions on those shares subject to restriction will
lapse.  Thereafter, subject to federal securities laws restricting the trading
in shares by insiders in possession of material nonpublic information, you will
be free to sell those shares in the market.  If you do not dispose of those
shares or exercise appraisal rights, such shares will be converted in the
merger into the right to receive $33 per share in cash. When the restrictions
lapse, you will have 1996 taxable income unless you previously made an election
under Code Section 83(b) to recognize income at the time of the award.  For
employees on the U.S. payroll, this income will be subject to federal,
applicable state and FICA tax withholding.

         The Compensation Committee of the Board of Directors has resolved that
immediately prior to the termination of the 1994 Restricted Stock Award Plan
pursuant to the terms of the merger agreement, awards not previously certified
will be made as follows:

1.       94.1% of each award based on 1995 performance will be deemed earned
         and will be paid in cash; and

2.       all awards adjustable by 1996 and 1997 performance will be treated as
         if earned and will be paid in cash.
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In each case it is anticipated that the amount of cash you receive will be
determined based upon the price paid pursuant to the amended Praxair tender
offer and, if no 83(b) election has been made, will constitute 1996 taxable
income subject to withholding as described above.

         Please do not hesitate to call me if you have any questions with
regard to the foregoing.


                                        Very truly yours,





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