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): August 17, 1994


                           CBI Industries, Inc.
                                                                  
          (Exact name of registrant as specified in its charter)


Delaware                 1-7833                   36-3009343
(State or other          (Commission              (IRS Employer
jurisdiction             File Number)             Identification
of Incorporation)                                 No.


                            800 Jorie Boulevard
                  Oak Brook, Illinois 60521-2268                  
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number including area code:  708-572-7000





Item 5.        Other Events.

          CBI  Na-Con, Inc., a contracting subsidiary of the
Company, has settled the previously reported  litigation between
itself and Marathon Oil Company.  CBI Na-Con agreed to pay
Marathon Oil Company an amount that is within the Company's
available reserves.

      The settlement related to a previously  reported  judgment
entered by a court in Harris County, Texas in April, 1994,  in
favor of Marathon Oil Company against CBI Na-Con.  The judgment
resulted from the trial of a lawsuit involving a previously
reported crane accident that occurred on October 30, 1987 at the
Marathon Refinery in Texas City, Texas while CBI Na-Con was
working at the refinery and a lift was being made with the crane.
In addition to the settlement with Marathon, CBI Na-Con had
previously reached settlements with all but about 15 of the 4,300
(approximate) third-party plaintiffs who brought suit as a result
of the incident. Recovery by CBI from its insurers is subject to
the previously reported litigation pending between CBI and its
insurers regarding coverage for the accident in which the insur
ers have denied coverage based on certain pollution exclusions in
the policies.  

                                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.



                                   CBI INDUSTRIES, INC.



                                   By: /S/ B.T. Adams
                                        B.T. Adams
                                        Vice President and
                                        Treasurer

Dated:   August 17, 1994