UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K



                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported) April 28, 2004
                                                         ---------------

                                  PRAXAIR, INC.
                                  -------------
             (Exact Name of Registrant as Specified in Its Charter)


DELAWARE
--------
(State or Other Jurisdiction of Incorporation)

1-11037                                     06-124-9050
-------                                     -----------
(Commission File Number)                    (IRS Employer Identification No.)


39 OLD RIDGEBURY ROAD, DANBURY, CT                            06810-5113
----------------------------------                            ----------
(Address of Principal Executive Offices)                      (Zip Code)


(203)837-2000
-------------
(Registrant's Telephone Number, Including Area Code)


N/A
---
(Former Name or Former Address, if Changed Since Last Report)



Item 9. Regulation FD Disclosure

     The following  information is furnished  pursuant to Item 9, "Regulation FD
     Disclosure" and Item 12, "Results of Operations and Financial Condition."

     On April 28, 2004,  Praxair,  Inc.  issued a press  release  setting  forth
     Praxair,  Inc.'s first  quarter 2004  earnings.  A copy of Praxair,  Inc.'s
     press release is attached hereto as Exhibit (99) and is hereby incorporated
     by reference.



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                               PRAXAIR, INC.
                                               Registrant




Date:   April 28, 2004                         By: /s/ Patrick M. Clark
        --------------------                       -----------------------------
                                                   Patrick M. Clark
                                                   Vice President and Controller


________________________________________________________________________________
Exhibit Index

Exhibit 99.1               Press release dated April 28, 2004.