SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AIRGAS, INC.
______________________________________________
(Name of Issuer)
COMMON STOCK
_____________________________________________
(Title of Class of Securities)
009363 10 2
__________________________
(CUSIP Number)
December 31, 2001
_______________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 6 pages
CUSIP No. 009363 10 2 13G Page 2 of 6 pages
___________ __ __
___________________________________________________________________
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Airgas, Inc. Employee Benefits Trust
___________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
___________________________________________________________________
3. SEC USE ONLY
___________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________
5. SOLE VOTING POWER
0
_______________________________________________
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY _______________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH _______________________________________________
8. SHARED DISPOSITIVE POWER
4,755,866
___________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,755,866
___________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
___________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%
___________________________________________________________________
12. TYPE OF REPORTING PERSON*
EP
___________________________________________________________________
CUSIP No. 009363 10 2 13G Page 3 of 6 pages
___________ __ __
___________________________________________________________________
Item 1(a) Name of Issuer
Airgas, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
Airgas, Inc.
Radnor Court
259 North Radnor-Chester Road, Suite 100
Radnor, Pennsylvania 19087-5283
Item 2(a) Name of Person Filing
Airgas, Inc. Employee Benefits Trust
Item 2(b) Address of Principal Business Office, or, if none, Residence
Radnor Court
259 North Radnor-Chester Road, Suite 100
Radnor, Pennsylvania 19087-5283
Item 2(c) Citizenship
Delaware
Item 2(d) Title of Class of Securities
Common Stock, par value $.01 per share
Item 2(e) CUSIP Number
009363 10 2
CUSIP No. 009363 10 2 13G Page 4 of 6 pages
___________ __ __
___________________________________________________________________
Item 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) _____ Broker or dealer registered under Section 15 of the
Exchange Act;
(b) _____ Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) _____ Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) _____ Investment company registered under Section 8 of the
Investment Company Act;
(e) _____ An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) _____ An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) _____ A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) _____ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) _____ A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) _____ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4 Ownership
This amendment is being filed by the Airgas, Inc. Employee
Benefits Trust (the "Trust"). Pursuant to the Airgas, Inc.
Employee Benefits Trust Agreement (the "Agreement"),
effective as of March 30, 1999, between Airgas, Inc. (the
"Issuer") and First Union National Bank, as Trustee, the
Issuer established the Trust to hold legal title to assets,
principally or exclusively in the form of securities of the
Issuer to be used to satisfy the Issuer's obligations with
respect to its employee benefit plans. As of the close of
business on December 31, 2001, the Trust held 4,755,866
shares of the Issuer's common stock, as to which it may be
deemed to have shared power to dispose or direct the
disposition. The Trust, the Governance and Compensation
Committee (the "Committee") acting on the Trust's behalf and
the individual members of the Committee each disclaims
beneficial ownership of the shares held by the Trust.
CUSIP No. 009363 10 2 13G Page 5 of 6 pages
___________ __ __
____________________________________________________________________
(a) Amount beneficially owned: 4,755,866
(b) Percent of class: 6.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
4,755,866
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person
The Employee Benefits Trust has the right to receive, and
the Trustee thereof has the power to direct the receipt of,
dividends from, or the proceeds from the sale of, the
Issuer's shares which are the subject of this Schedule 13G.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
(a) Not Applicable
(b) By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
CUSIP No. 009363 10 2 13G Page 6 of 6 pages
___________ __ __
________________________________________________________________________
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 14, 2002
Governance and Compensation Committee
By: /S/ Robert L. Yohe
_______________________
Signature
Name: Robert L. Yohe
Title: Chairman of the Airgas, Inc.
Governance and Compensation Committee,
on behalf of the Airgas, Inc. Employee Benefits Trust