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                                                          1        8







                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                    SCHEDULE 13G

                      Under the Securities Exchange Act of 1934
                                  Amendment No. ___
                                                 10



                    (A fee is not being paid with this statement)



                           AIR PRODUCTS & CHEMICALS, INC.
                 ___________________________________________________
                                      (Issuer)


                                    COMMON SHARES
                 ___________________________________________________
                           (Title of Class of Securities)


                                      009158106
                 ___________________________________________________
                                   (Cusip Number)



                 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.





  John P. Elterich
  Investment Department
  State Farm Insurance Companies
  One State Farm Plaza
  Bloomington, IL 61710
  (309) 766-9831
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                                         13G

 1.  Name of Reporting Person and I.R.S. Identification No.:
     State Farm Mutual Automobile Insurance Company 37-0533100
 2.  Member of a Group: (a)_____(b)__X__

 3.  SEC USE ONLY:

 4.  Citizenship or Place of Organization: Illinois

 5.  Sole Voting Power: 7,352,400

 6.  Shared Voting Power: 0

 7.  Sole Dispositive Power: 7,352,400

 8.  Shared Dispositive Power: 0

 9.  Aggregate Amount Beneficially Owned by each Reporting person: 7,352,400

10.  Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____

11.  Percent of Class Represented by Amount in Row 9: 3.20  %

12.  Type of Reporting Person: IC

______________________________________________________________________________

 1.  Name of Reporting Person and I.R.S. Identification No.:
     State Farm Life Insurance Company 37-0533090
 2.  Member of a Group: (a)_____(b)__X__

 3.  SEC USE ONLY:

 4.  Citizenship or Place of Organization: Illinois

 5.  Sole Voting Power: 140,800

 6.  Shared Voting Power: 0

 7.  Sole Dispositive Power: 140,800

 8.  Shared Dispositive Power: 0

 9.  Aggregate Amount Beneficially Owned by each Reporting person: 140,800

10.  Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____

11.  Percent of Class Represented by Amount in Row 9: 0.06  %

12.  Type of Reporting Person: IC

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                                         13G

 1.  Name of Reporting Person and I.R.S. Identification No.:
     State Farm Fire and Casualty Company 37-0533080
 2.  Member of a Group: (a)_____(b)__X__

 3.  SEC USE ONLY:

 4.  Citizenship or Place of Organization: Illinois

 5.  Sole Voting Power: 1,768,400

 6.  Shared Voting Power: 0

 7.  Sole Dispositive Power: 1,768,400

 8.  Shared Dispositive Power: 0

 9.  Aggregate Amount Beneficially Owned by each Reporting person: 1,768,400

10.  Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____

11.  Percent of Class Represented by Amount in Row 9: 0.77  %

12.  Type of Reporting Person: IC

______________________________________________________________________________

 1.  Name of Reporting Person and I.R.S. Identification No.:
     State Farm Investment Management Corp. 37-0902469
 2.  Member of a Group: (a)_____(b)__X__

 3.  SEC USE ONLY:

 4.  Citizenship or Place of Organization: Delaware

 5.  Sole Voting Power: 1,060,000

 6.  Shared Voting Power: 4033

 7.  Sole Dispositive Power: 1,060,000

 8.  Shared Dispositive Power: 4033

 9.  Aggregate Amount Beneficially Owned by each Reporting person: 1,064,033

10.  Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____

11.  Percent of Class Represented by Amount in Row 9: 0.46  %

12.  Type of Reporting Person: IA

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                                         13G

 1.  Name of Reporting Person and I.R.S. Identification No.:
     State Farm Insurance Companies Employee Retirement Trust 36-6042145
 2.  Member of a Group: (a)_____(b)__X__

 3.  SEC USE ONLY:

 4.  Citizenship or Place of Organization: Illinois

 5.  Sole Voting Power: 4,000,000

 6.  Shared Voting Power: 0

 7.  Sole Dispositive Power: 4,000,000

 8.  Shared Dispositive Power: 0

 9.  Aggregate Amount Beneficially Owned by each Reporting person: 4,000,000

10.  Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____

11.  Percent of Class Represented by Amount in Row 9: 1.74  %

12.  Type of Reporting Person: EP

______________________________________________________________________________

 1.  Name of Reporting Person and I.R.S. Identification No.:
     State Farm Insurance Companies Savings and Thrift Plan for U.S.
         Employees  37-6091823

 2.  Member of a Group: (a)_____(b)__X__

 3.  SEC USE ONLY:

 4.  Citizenship or Place of Organization: Illinois

 5.  Sole Voting Power: 1,376,800

 6.  Shared Voting Power: 0

 7.  Sole Dispositive Power: 1,376,800

 8.  Shared Dispositive Power: 0

 9.  Aggregate Amount Beneficially Owned by each Reporting person: 1,376,800

10.  Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____

11.  Percent of Class Represented by Amount in Row 9: 0.60  %

12.  Type of Reporting Person: EP

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Item 1(a) and (b).  Name and Address of Issuer:
                    __________________________
                   AIR PRODUCTS & CHEMICALS, INC.
                   7201 HAMILTON BOULEVARD
                   ALLENTOWN, PA  18195-1501

Item 2(a).  Name of Person Filing: State Farm Mutual Automobile Insurance
            _____________________
                                   Company and related entities;  See Item 8
                                   and Exhibit A

Item 2(b).  Address of Principal Business Office: One State Farm Plaza
            ____________________________________
                                                  Bloomington, IL 61710

Item 2(c).  Citizenship: United States
            ___________

Item 2(d) and (e).  Title of Class of Securities and Cusip Number: See above.
                    _____________________________________________

Item 3.  This Schedule is being filed, in accordance with 240.13d-1(b).
         _____________________________________________________________
         See Exhibit A attached.

Item 4(a).  Amount Beneficially Owned: 15,702,433 shares on 12/31/1999
            _________________________

Item 4(b).  Percent of Class: 6.84 percent pursuant to Rule 13d-3(d)(1).
            ________________

Item 4(c).  Number of shares as to which such person has:  The persons
            ____________________________________________
            identified in Exhibit A hereto have sole power to vote or to
            direct the vote and to dispose or to direct the disposition of all
            shares reported hereby.

Item 5.  Ownership of Five Percent or less of a Class: Not Applicable.
         ____________________________________________

Item 6.  Ownership of More than Five Percent on Behalf of Another Person: N/A
         _______________________________________________________________

Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security being Reported on by the Parent Holding Company: N/A
         ________________________________________________________
Item 8.  Identification and Classification of Members of the Group:
         _________________________________________________________
         See Exhibit A attached.

Item 9.  Notice of Dissolution of Group:  N/A
         ______________________________
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  Item 10.  Certification.  The undersigned certify that, to the best of
  his knowledge and belief, the securities referred to above were
  acquired in the ordinary course of business and were not acquired
  for the purpose of and do not have the effect of changing or
  influencing the control of the issuer of such securities and were
  not acquired in connection with or as a participant in any
  transaction having such purpose or effect.

  Signature.  After reasonable inquiry and to the best of his
  knowledge and belief, the undersigned certifies that the
  information set forth in this statement is true, complete and
  correct.



              02/04/2000                   STATE FARM MUTUAL AUTOMOBILE
  _________________________________
                 Date                        INSURANCE COMPANY

                                           STATE FARM LIFE INSURANCE COMPANY

                                           STATE FARM FIRE AND CASUALTY
  STATE FARM VARIABLE PRODUCT TRUST          COMPANY

  STATE FARM INSURANCE COMPANIES           STATE FARM INVESTMENT MANAGEMENT
    EMPLOYEE RETIREMENT TRUST                CORP.

  STATE FARM INSURANCE COMPANIES           STATE FARM GROWTH FUND, INC.
    SAVINGS AND THRIFT PLAN FOR
    U.S. EMPLOYEES                         STATE FARM BALANCED FUND, INC.





       /s/Paul N. Eckley
  _________________________________             /s/Paul N. Eckley
                                           _________________________________
     Paul N. Eckley, Fiduciary of            Paul N. Eckley, Vice President
          each of the above                       of each of the above
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                            EXHIBIT A


This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein.  By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp.  State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc., State Farm Balanced Fund, Inc. and the State Farm
Variable Product Trust.  The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trusts and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees.  State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department.  State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds
and the State Farm Variable Product Trust.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trusts and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.

Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".


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                                                               Number of
                                                              Shares Based
                                             Classification   on Proceeds
Name                                          Under Item 3      of Sale
____                                         ______________   ____________

State Farm Mutual Automobile Insurance Company   IC         7,352,400 shares
State Farm Life Insurance Company                IC           140,800 shares
State Farm Life and Accident Assurance Company   IC                 0 shares
State Farm Fire and Casualty Company             IC         1,768,400 shares
State Farm Investment Management Corp.           IA                 0 shares
State Farm Growth Fund, Inc.                     IV           830,000 shares
State Farm Balanced Fund, Inc.                   IV           230,000 shares
State Farm Variable Product Trust                IV             4,033 shares
State Farm Insurance Companies Employee
    Retirement Trust                             EP         4,000,000 shares
State Farm Insurance Companies Savings and
    Thrift Plan for U.S. Employees               EP
  Equities Account                                          1,120,800 shares
  Balanced Account                                            256,000 shares
                                                    -----------------
                                                           15,698,400 shares