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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                  FORM 15

   CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
 REPORTS UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                   Commission File Number:     1-7833     

                                   CBI Industries, Inc.

                  (Exact name of registrant as specified in its charter)

                   800 Jorie Boulevard, Oak Brook, Illinois  60521-2268
 (Address, including zip code, and telephone number, including area code, of
                 registrant's principal executive offices)

                            Common Stock, par value $2.50 per share
                            Preferred Stock Purchase Rights
                            65/8% Notes, due 2003
                            61/4% Notes, due 2000

                 (Title of each class of securities covered by this Form)

                                           None
               (Titles of all other classes of securities for which a duty 
                   to file reports under Section 13(a) or 15(d) remains)

    Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)        [ ]     Rule 12h-3(b)(1)(i)      [x]
Rule 12g-4(a)(1)(ii)       [ ]     Rule 12h-3(b)(1)(ii)     [ ]
Rule 12g-4(a)(2)(i)        [ ]     Rule 12h-3(b)(2)(i)      [ ]
Rule 12g-4(a)(2)(ii)       [ ]     Rule 12h-3(b)(2)(ii)     [ ]
                                   Rule 15d-6               [ ]
    Approximate number of holders of record as of the certification or
notice date:       Two                                                     

    Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of registrant as specified in charter) has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.


Date: March 13, 1996       By:                                             
                                Name:  Edgar G. Hotard
                                Title:     President and Chief
                                            Executive Officer

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.
The registrant shall file with the Commission three copies of Form 15, one
of which shall be manually signed. It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person. The name and
title of the person signing the form shall be typed or printed under the
signature.