8-K

 1




                             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, 2000


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



   Delaware                  1-9344                 56-0732648
_______________       _______________________      __________________
(State or other      (Commission File Number)      (I.R.S. Employer
jurisdiction of                                    Identification No.)
incorporation)



               259 North Radnor-Chester Road, Suite 100
                        Radnor, PA  19087-5283
               _________________________________________
               (Address of principal executive offices)



Registrant's telephone number, including area code: (610) 687-5253
                                                     _____________

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Item 5. Other Events.
        ____________

   On April 28, 2000, Airgas, Inc. announced its earnings outlook for
the fourth quarter ending March 31, 2000, as described in the press
release attached as Exhibit 99.1 and incorporated herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
         __________________________________________________________________

(a)  None

(b)  None

(c)  Exhibits.

  99.1 Press Release dated April 28, 2000






























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                              Signatures
                              __________


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


                                         AIRGAS, INC.
                                         (Registrant)


                                    BY:  /s/ Roger F. Millay
                                         Roger F. Millay
                                         Senior Vice President &
                                         Chief Financial Officer


DATED:     April 28, 2000

EX-99

                                                      Exhibit 99.1

                 AIRGAS ANNOUNCES LOWER THAN EXPECTED
                        FOURTH QUARTER RESULTS


     RADNOR, Pennsylvania, April 28, 2000 - Airgas, Inc. (NYSE-ARG)
announced today that it expects to report after-tax cash flow (net
earnings plus depreciation, amortization and deferred taxes) for the
quarter ended March 31, 2000 in the range of  $.48 - $.50 per share
compared with $.51 per share last year.  Earnings are expected to fall
in the range of $.08 - $.10 per share compared with $.10 per share
reported in last year's fourth quarter.

     Despite a weak January, which was impacted by weather disruptions
and Y2K issues, same-store sales in the quarter grew 1.8% as compared
to the prior year, the first increase in six quarters.  However, the
favorable sales trend was offset by rising costs associated with fuel,
health insurance, salaries and wages partially driven by investments
in sales, marketing and eCommerce, and costs related to the
integration of two regional companies.  In addition, higher equity
affiliate earnings helped last year's fourth quarter.  Compared to the
trailing third quarter, the results were impacted by a normal seasonal
decline in the Gas Operations segment.

     "The financial results this quarter are disappointing," stated
Peter McCausland, Airgas' chairman and chief executive officer.  "We
hit our earnings targets for the first three quarters of this fiscal
year despite a difficult demand environment.  Unfortunately, the
current sales strength was not enough to offset the cost pressures and
non-recurring costs incurred to continue streamlining and upgrading
our management and sales organization.  However, we believe that the
pricing environment has improved and we are currently implementing
price and delivery charge increases, which should absorb the cost
pressures.  In addition, we are implementing stringent cost controls
throughout the organization.  These actions should allow us to
continue moving forward with strategic initiatives and to improve
future profitability.

     "We continue to focus on initiatives such as the build-out of our
distribution infrastructure, national accounts, strategic products and
eCommerce," added McCausland.  "Weak core business demand during this
past year has overshadowed progress in these areas.  We continue to
see success in signing national accounts.  In addition, while we have
not yet formally announced our eCommerce strategy, we currently have
approximately eighty customers using our legacy systems' Web-based
order entry feature.  In fact, we recently won the business at a major
university and eCommerce was an integral part of the proposal. We are
expanding our capabilities to include integrated payment processing.
In addition, we are actively developing, with a software provider
partner, an on-line catalog and enhanced eCommerce offering, which
should harmonize our national, branch-based distribution network with
expanded and efficient automated offerings.

     McCausland concluded, "We remain committed to our vision and are
confident that our strategies will maximize shareholder value in the
long run.  We continue to make progress on our strategic initiatives
and are pleased to see evidence that our investments in the front-end


of the business are translating into sales growth.  Customers are
beginning to aggressively manage their supply chains and our national
network and broad product and service offering should continue to
distinguish Airgas as the preferred supplier as this trend
accelerates."

     Airgas will report earnings on May 11, 2000.

     Airgas is the largest distributor of industrial, medical and
specialty gases and related equipment and the third largest
distributor of safety products in the United States.  Airgas'
integrated distributor network consists of more than 700 locations,
including branches, distribution centers, catalog operations and
inbound and outbound telemarketing operations.  Airgas can be visited
on the Internet at www.airgas.com.


                      Forward-Looking Statements

          This press release may contain statements that are forward-
looking, as that term is defined by the Private Securities Litigation
Reform Act of 1995 or by the Securities and Exchange Commission in its
rules, regulations and releases. Airgas intends that such forward-
looking statements be subject to the safe harbors created thereby.
All forward-looking statements are based on current expectations
regarding important risk factors, and the making of such statements
should not be regarded as a representation by the Company or any other
person that the results expressed therein will be achieved.  Important
factors that could cause actual results to differ materially from
those contained in any forward-looking statement include the ability
to implement actions to improve profitability, price and delivery
charge increases to absorb cost pressures and stringent cost controls;
the ability to build out our distribution infrastructure, increase
national accounts, develop strategic products and implement our
eCommerce strategy; the ability to grow sales; customers' acceptance
of our new eCommerce and other strategies; the ability of our
customers to aggressively manage their supply chains; a weakening of
the price environment; the ability to harmonize the national network
with expanded and efficient automated offerings; and other factors
described in the Company's reports, including Form 10-Q dated December
31, 1999, filed by the Company with the Securities and Exchange
Commission.


Contact: Chris Close (610) 902-6257 or chris.close@airgas.com