Form 11-K


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



ANNUAL REPORT

Pursuant to Section 15(d) of the
Securities Exchange Act of 1934

For the year ended December 31, 1999

Commission File Number 1-5828

THE SAVINGS PLAN
FOR AFFILIATES
(Full title of the plan)

CARPENTER TECHNOLOGY CORPORATION
(Name of issuer of the securities held
pursuant to the plan)

1047 N. Park Rd.
Wyomissing, Pennsylvania  19610-1339
(Address of principal executive
office of the issuer)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Carpenter Technology Corporation
has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.



                                          
                                          
         THE SAVINGS PLAN FOR AFFILIATES
                                          
                                          
         (Name of Plan)

Date	        June  28, 2000                        
             By     /s/ G. Walton Cottrell                   
                                          
                                          
          G. Walton Cottrell
                                          
                                          
          Senior Vice President - Finance and
                                          
                                          
          Chief Financial Officer

Financial Statements and Exhibits		

(a)	Financial Statements	

	The financial statements filed as part of this report are listed in the Index to
	Financial Statements included herein.	

(b)	Exhibits	

	(1)	Consent of Independent Accountants

THE SAVINGS PLAN FOR AFFILIATES
INDEX TO FINANCIAL STATEMENTS
	

FORM 11-K ANNUAL REPORT	

Report of Independent Accountants  

Financial Statements:

       Statement of Net Assets Available for Benefits as of December 31, 1999 and 1998	

       Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 1999 and 1998

       Notes to Financial Statements

Supplemental Schedule:

       Assets Held for Investment as of December 31, 1999

Consent of Independent Accountants

Report of Independent Accountants

To the Participants and Administrator of the Savings Plan for Affiliates:

In our opinion, the accompanying statements of net assets available for benefits and the related
statements of changes in net assets available for benefits present fairly, in all material respects,
the net assets available for benefits of the Savings Plan for Affiliates (the "Plan") at December 31,
1999 and 1998, and the changes in net assets available for benefits for the years then ended in
conformity with accounting principles generally accepted in the United States.  These financial
statements are the responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits.  We conducted our audits of these
statements in accordance with auditing standards generally accepted in the United States, which
require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation.  We believe that our audits provide a reasonable
basis for the opinion expressed above.

Our audits were conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The supplemental schedule of Assets Held for Investment as of
December 31, 1999 is presented for the purpose of additional analysis and is not a required part
of the basic financial statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan's
management.  The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP
Philadelphia, PA
June 23, 2000

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THE SAVINGS PLAN FOR AFFILIATES

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1999 and 1998
(dollars in thousands)

The accompanying notes are an integral part of the financial statements.

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THE  SAVINGS  PLAN  FOR  AFFILIATES

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 1999 and 1998
(dollars in thousands)

The accompanying notes are an integral part of the financial statements.

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THE  SAVINGS  PLAN  FOR  AFFILIATES

NOTES  TO  FINANCIAL  STATEMENTS

1.	Description of Plan:

	The following description of the Savings Plan for Affiliates (the Plan) provides only general
	information.  A more comprehensive description of the Plan's provisions can be found in
	the Plan document, which is available to participants upon request from Carpenter
	Technology Corporation or any participating affiliate (collectively referred to as the
	"Company").	

		General:

	The Plan is a defined contribution plan which covers substantially all domestic employees
	of Certech, Inc., Crafts Technology, Inc., Parmatech Corporation, Rathbone Precision
	Metals, Shalmet Corporation and Z-tech Corporation (all of which are affiliates of
	Carpenter Technology Corporation) who have attained the age of 21 years and have
	completed at least one year of service of at least 1,000 hours.  Plan participation
	commences on the earlier of January 1 or July 1 of the plan year coinciding with or
	immediately following the date on which eligibility requirements were met.  The Plan is
	subject to the provisions of the Employee Retirement Income Security Act of 1974
	(ERISA), as amended.

	Effective January 1, 1998 and July 1, 1998, respectively, the Plan was amended to include
	Shalmet Corporation and Rathbone Precision Metals as participating employers of the
	Plan.  Effective January 1, 1999 the Plan was amended to include Z-tech Corporation as a
	participating employer of the Plan.  On July 1, 1999, Z-tech Corporation was merged into
	Carpenter Advanced Ceramics, Inc.  The employees of the Z-tech division continued
	participation in the Plan.   Also effective July 1, 1999, the Rathbone Precision Metals, Inc.
	401(k) Salaried Savings and Retirement Plan was merged into the Plan in the amount of
	$727,000.

		Contributions:

	Each year, participants may contribute up to 17 percent of pretax annual compensation
	(known as salary deferral contributions), as defined by the Plan.  Participants may also
	contribute amounts representing distributions from other qualified plans (known as rollover
	contributions).  The Company contributes an amount equal to two percent of each
	employee's total compensation for each pay period, and provides a matching contribution
	equal to 50 percent of the portion of the participant's salary deferral which does not exceed
	four percent of the participant's total compensation for each pay period (collectively known
	as company contributions). Contributions are subject to certain limitations.  All contributions
	are funded with an independent trustee.

		Participant Accounts:

	The following four accounts are maintained for each participant and are credited with the
	applicable contributions, earnings on funds invested, forfeitures of terminated participants'
	nonvested accounts, and are charged with an allocation of Plan administrative expenses.
	The contributions to these accounts are participant directed:

	-	Employer Qualified Non-Elective Contribution Account - credited with company
		contributions

	-	Employer Matching Account - credited with company contributions

	-	Employee 401(K) Account - credited with salary deferral contributions

	-	Rollover Monies Account - credited with rollover contributions
		

		Vesting:

	Qualified non-elective contributions, salary deferral contributions, rollover monies, and the
	Plan earnings thereon, are 100 percent vested and nonforfeitable.  Vesting in the Company's
	matching contributions is based upon years of continuous service, and a participant is 100
	percent vested after three years of service, contingent upon completing at least 1,000 hours of
	service for each Plan year.

		Investment Funds:

	The Plan maintains six investment funds.  Each participant may designate separately the
	investment fund or funds in which the accounts are to be invested.  A brief description of
	each investment fund is as follows:

	-	Vista Premier U.S. Government Money Market Fund - invests primarily in
		obligations issued or guaranteed by the U.S. Treasury, agencies of the U.S.
		Government, and in repurchase agreements collateralized by U.S. Government
		obligations.  The objective is to provide a high level of current income.

	-	Vista Growth & Income Fund - a fund invested in common stocks with the primary
		objective of providing long-term capital appreciation.

	-	Vista Capital Growth Fund - a fund invested in common stocks of small to
		mid-sized companies and in convertible securities with the objective of providing
		long-term capital growth.

	-	George Putnam Fund of Boston - a fund invested in a diversified portfolio of stocks
		and bonds with the objective of both capital growth and current income.

	-	Vista U.S. Treasury Income Fund - a fund invested in debt obligations backed by
		the U.S. Government and futures contracts on fixed income securities to provide
		investors with monthly dividends while protecting the value of investors' accounts.

	-	Carpenter Technology Stock Fund - a fund invested primarily in Carpenter
		Technology Corporation common stock, with the balance in a mutual fund for cash
		liquidity.

		Participant Loans:

	Loans may be made to participants in an amount equal to 50 percent of the value of the
	vested interest in his or her account or $50,000, whichever is less.  The minimum amount
	of the loan shall be $1,000.  Interest is charged at a rate which is 1% over the published
	prime rate for commercial lenders at the time the loan is initiated.  Loan repayments are
	required for each pay period over a period not to exceed five years.
		

		Forfeited Accounts:

	Forfeitures during the year of the Company's matching contributions are  held in an
	account in the Vista Premier U.S. Government Money Market Fund until allocated to all
	eligible participants in proportion to each such participant's compensation for the plan
	year.

	There were no forfeitures in 1999.  Forfeitures in 1998 totaled $2,000 and were allocated
	in 1999.	

		Benefits Paid to Participants

	Benefits paid to participants include distributions, withdrawals and loan settlements.
	Participants are entitled to a distribution equal to the value of the vested interest in his or
	her account upon separation from service, occurrence of a total and permanent or
	qualifying disability, or after the age of 59-1/2.  Upon separation, a participant may elect to
	defer such distribution, provided the account balance is at least $5,000.  The distribution of
	benefits to all participants must begin no later than the latter of April 1 of the year after the
	participant retires or attains 70-1/2 or, in the case of a 5% owner of Carpenter Technology
	Corporation common stock, the date of separation. Upon attainment of age 59-1/2,
	participants may make withdrawals from any accounts which are 100 percent vested
	without limitation. Hardship withdrawals, subject to certain restrictions, are permitted from
	any accounts which are 100 percent vested.  Benefits paid to participants are in cash
	except those which consist of investments in the Carpenter Technology Stock Fund, which
	can be made in shares of Carpenter Technology Corporation common stock or cash, at
	the participant's option.  Payments will be paid out in a lump sum or under a variety of
	annuity forms available for election by the participant.

		Administrative Expenses:

	Independent accountants' fees are paid by the Company.  All other fees are paid by the
	Plan.

		Plan Termination:

	Although it has not expressed an intent to do so, the Company has the right under the Plan
	to discontinue its contributions at any time and to terminate the Plan subject to the
	provisions of ERISA and any contractual obligations.  In the event of termination or partial
	termination of the Plan, or discontinuance of contributions by the Company, the rights of all
	participants to amounts credited to their accounts shall be nonforfeitable.
		

2.	Summary of Significant Accounting Policies:

	A.	The financial statements of the Plan are prepared under the accrual method of
		accounting.

	B.	The Plan adopted Statement of Position (SOP) No. 99-3, "Accounting for and Reporting
		of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters."
		SOP No. 99-3 simplifies the presentation and disclosure of by-fund information for participant
		directed investments.

	C.	The preparation of financial statements in conformity with generally accepted
		accounting principles requires management to make estimates and assumptions
		that affect the reported amounts of assets, liabilities, and changes therein, and
		disclosure of contingent assets and liabilities.  Actual results could differ from those
		estimates.

	D.	The investment in Carpenter Technology Corporation common stock is stated at fair
		value based on the last reported sales price as quoted on the New York Stock
		Exchange.  The investment in the other funds are stated at their fair value, based on the
		current market values of the underlying assets of the funds, or as determined by the
		trustee.  Purchases and sales of investments are recorded on a trade-date basis.  Gain
		or loss on sales of investments is based on average cost.  Dividend income is
		recorded on the ex-dividend date.

	E.	The net appreciation (depreciation) in the fair value of investments in the statement of
		changes in net assets available for benefits consists of the realized gains or
		losses and unrealized appreciation (depreciation) on investments.

	F.	Benefits are recorded when paid.

	G.	Investments are exposed to various risks, such as interest rate, market and credit risks.
		Due to the level of risk associated with certain investments and the level of uncertainty
		related to changes in the value of investments, it is reasonably possible that changes
		in these risks in the near term could materially affect the amounts reported in the
		statement of net assets available for benefits and the statement of changes in net
		assets available for benefits.

3.	Investments:

	The following presents investments that represent 5 percent or more of the Plan's net assets.
	(Shares and dollars in thousands)				

	During 1999 and 1998, the Plan's investments (including gains and losses on investments bought
	and sold, as well as held during the year) appreciated (depreciated) in value by $61,000 and ($86,000)
	as follows:
				

4.	Tax Status:

	The Internal Revenue Service has determined and informed the Company by letter dated
	December 20, 1999, that the Plan and related trust are designed in accordance with
	applicable sections of the Internal Revenue Code (the Code).  The Plan administrator
	believes the Plan is currently being operated in compliance with applicable sections
	of the Code.				

5.	Reconciliation of Financial Statements to Form 5500:

	The following is a reconciliation of benefits paid to participants per the financial statements
	to the Form 5500:			

	Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims
	that have been processed and approved for payment prior to December 31, but not yet paid
	as of that date.

6.	Related Party Transactions:

	Certain Plan investments are shares of mutual funds managed by the Chase Manhattan Bank.
	The Chase Manhattan Bank is the trustee as defined by the Plan and, therefore, these
	transactions qualify as party-in-interest.  Fees paid by the Plan for the investment management
	services amounted to $32,000 for the year ended December 31, 1999.

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The Savings Plan for Affiliates
Schedule H, Part IV, Item 4i - Schedule of Assets Held for Investment Purposes
December 31, 1999

* Party-in-Interest

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CONSENT OF INDEPENDENT ACCOUNTANTS

	We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 2-83780)
of Carpenter Technology Corporation of our report dated June 23, 2000 relating to the financial statements of
The Savings Plan for Affiliates, which appears in this Form 11-K.



PricewaterhouseCoopers LLP
Philadelphia, PA
June 27, 2000

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