UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) December 11, 2006

PRAXAIR, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or Other jurisdiction of incorporation)

 

(203)837-2000
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On December 11, 2006, the Compensation and Management Development Committee of the Board of Directors of Praxair, Inc. established 2007 performance goals for determining performance-based annual variable compensation cash awards that may be paid to executive officers and other high level executives under the 2002 Praxair, Inc. Variable Compensation Plan, as amended (the “Plan”). The Plan was filed as Exhibit 10.03 to the Company’s 2001 Annual Report on Form 10-K, and the First Amendment to the Plan was filed as Exhibit 10.03a to the Company’s 2005 Annual Report on Form 10-K. These goals are principally sales revenues, net income after tax and working capital as a percentage of sales, as well as non-financial goals in the areas of safety performance, audit and compliance, Six Sigma, strategic positioning of the business for long term performance, consideration of performance relative to peer companies, and people development.

 

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: December 14, 2006				By:		/s/ James T. Breedlove
				James T. Breedlove
				Vice President, General Counsel and Secretary

 

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