FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MERRILL LYNCH & CO INC
  2. Issuer Name and Ticker or Trading Symbol
CHART INDUSTRIES INC [CIDI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4 WORLD FINANCIAL CTR, NORTH TOWER
3. Date of Earliest Transaction (Month/Day/Year)
10/17/2005
(Street)

NEW YORK, NY 10080
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/17/2005   U(1)   225,588 (2) (3) D $ 64.75 0 D (4)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MERRILL LYNCH & CO INC
4 WORLD FINANCIAL CTR
NORTH TOWER
NEW YORK, NY 10080
    X    
MERRILL LYNCH PIERCE FENNER & SMITH INC
4 WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NY 10080
    X    

Signatures

 /s/ Jonathan N. Santelli   10/19/2005
**Signature of Reporting Person Date

 /s/ Jonathan N. Santelli   10/19/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On August 2, 2005, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with First Reserve Fund X, L.P., a Delaware limited partnership ("First Reserve"), CI Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of First Reserve (the "Merger Subsidiary") and certain principal stockholders of the Issuer, including the Reporting Persons. On October 17, 2005, the Reporting Persons completed the sale of their shares of the Issuer's common stock, par value $0.01 per share (the "Shares"), pursuant to the terms of the Merger Agreement at a purchase price of $64.75 per Share.
(2) The Reporting Persons and certain other principal stockholders of the Issuer entered into an Investor Rights Agreement with the Issuer as of September 15, 2003 (the "Investor Rights Agreement"). The ability of the Reporting Persons to vote or dispose of the Shares was controlled by the terms of the Investor Rights Agreement. As parties to the Investor Rights Agreement, the Reporting Persons could be deemed to be a member of a "group" pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), that, combined, had beneficial ownership of more than 10% of the Issuer's outstanding Shares. In connection with the sale of the Shares pursuant to the Merger Agreement, the Investor Rights Agreement was terminated and the "group" disbanded.
(3) Of the amount of Shares subject to the Investor Rights Agreement, 225,588 were held for the account of Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation ("MLPFS"). Merrill Lynch & Co., Inc., a Delaware corporation ("MLC"), is the parent holding company of MLPFS.
(4) The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any Shares or other securities not held directly for their account for purposes of Section 16 of the Act, or otherwise. The Reporting Persons disclaim beneficial ownership of the Shares subject to the Investor Rights Agreement except to the extent of their pecuniary interest therein. The filing of this statement shall also not be deemed a determination that this filing is required pursuant to Section 16(a) of the Act.

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