SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BYE MARK L (Last) (First) (Middle) 7201 HAMILTON BOULEVARD (Street) ALLENTOWN PA 18195 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/13/2003	3. Issuer Name and Ticker or Trading Symbol AIR PRODUCTS & CHEMICALS INC /DE/ [ APD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) V.P.	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,680	D
Common Stock	3,528.5732	I	By RSSOP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
1995 Rights(1)	08/08/1988(1)	10/04/2004	Common Stock	4,000	0.00(1)	D
1995 Stock Options(2)	08/08/1988(3)	10/04/2004	Common Stock	4,000	23.12	D
1996 Rights(1)	08/08/1988(1)	10/03/2005	Common Stock	4,400	0.00(1)	D
1996 Stock Options(2)	08/08/1988(4)	10/03/2005	Common Stock	4,400	26.03	D
1997 Rights(1)	08/08/1988(1)	10/02/2006	Common Stock	6,000	0.00(1)	D
1997 Stock Options(2)	08/08/1988(5)	10/02/2006	Common Stock	6,000	29.06	D
1998 Rights(1)	08/08/1988(1)	10/02/2007	Common Stock	7,000	0.00(1)	D
1998 Stock Options(2)	08/08/1988(6)	10/02/2007	Common Stock	7,000	41.31	D
1999 Rights(1)	08/08/1988(1)	10/02/2008	Common Stock	8,000	0.00(1)	D
1999 Stock Options(2)	08/08/1988(7)	10/02/2008	Common Stock	8,000	29.47	D
2000 Rights(1)	08/08/1988(1)	10/02/2009	Common Stock	9,000	0.00(1)	D
2000 Stock Options(2)	08/08/1988(8)	10/02/2009	Common Stock	9,000	28.78	D
2001 Rights(1)	08/08/1988(1)	10/03/2010	Common Stock	25,000	0.00(1)	D
2001 Stock Options(2)	08/08/1988(9)	10/03/2010	Common Stock	25,000	35.82	D
2002 Rights(1)	08/08/1988(1)	10/02/2011	Common Stock	60,000	0.00(1)	D
2002 Stock Options(2)	08/08/1988(10)	10/02/2011	Common Stock	60,000	38.02	D
2003 Rights(1)	08/08/1988(1)	10/02/2012	Common Stock	42,000	0.00(1)	D
2003 Stock Options(2)	08/08/1988(11)	10/02/2012	Common Stock	42,000	43.09	D
2004 Stock Options(2)	08/08/1988(12)	10/02/2013	Common Stock	70,000	45.53	D
Rights 2004(1)	08/08/1988(1)	10/02/2013	Common Stock	70,000	0.00(1)	D

Explanation of Responses:

1. The Options include contractual rights (Rights) similar to employee restricted appreciation rights with exercise dates only during a 30 day period following a change in control of the Company (as defined in the LTIP). Exercise of Rights cancels the related Options on a one-for-one basis and entitles the reporting person to receive a cash payment equal to the fair market value of a share of Common Stock on the date of exercise (as defined int he LTIP) minus the option exercise price.

2. Employee Stock Options (Options) granted under the issuer's Long-Term Incentive Plan (LTIP). Exercise of these Options cancels the related Rights described herein on a one-for-one basis.

3. One-third became exercisable 10/3/95; one-third became exercisable 10/3/96; and one-third became exercisable 10/3/97.

4. One-third became exercisable 10/2/96; one-third became exercisable 10/2/97; and one-third became exercisable 10/2/98.

5. One-third became exercisable 10/1/97; one-third became exercisable 10/1/98; and one-third became exercisable 10/1/99.

6. One-third became exercisable 10/1/98; one-third became exercisable 10/1/99; and one-third became exercisable 10/1/00.

7. One-third became exercisable 10/1/99; one-third became exercisable 10/1/00; and one-third became exercisable 10/1/01.

8. One-third became exercisable 10/01/00; one-third became exercisable 10/01/01; and one-third became exercisable 10/1/02.

9. One-third became exercisable 10/02/01; one-third became exercisable 10/1/02; and one-third became exerciable 10/1/03.

10. One-third became exercisable 10/1/02; one-third became exercisable 10/1/03; and one-third became exercisable 10/1/04.

11. One-third became exercisable 10/1/03; one-third became exercisable 10/1/04; and one-third became exercisable 10/1/05.

12. One-third become exercisable 10/1/04; one-third become exercisable 10/1/05; and one-third become exercisable 10/1/06.

	/s/ Bye, Mark L.	10/15/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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