CRANE CO /DE/
10-Q, 1996-11-13
LUMBER, PLYWOOD, MILLWORK & WOOD PANELS
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                             FORM 10-Q

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

            QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
               OF THE SECURITIES EXCHANGE ACT OF 1934



     For the Quarterly Period Ended       September 30, 1996
     
     
     Commission File Number           1-1657
     
     
                                  CRANE CO.
           (Exact name of registrant as specified in its charter)
     
     
          Delaware                                13-1952290
          (State or other jurisdiction of       (I.R.S. Employer
           incorporation or organization)        Identification No.)
     
          100 First Stamford Place, Stamford, Ct.     06902
          (Address of principal executive office)     (Zip Code)
     
     
                               (203) 363-7300
             (Registrant's telephone number, including area code)
     
     
                              (Not Applicable)
        (Former name, former address and former fiscal year,
                   if changed since last report)


Indicate  by  check mark whether the registrant (1)  has  filed  all
reports  required  to  be filed by Section  13  or  15  (d)  of  the
Securities  Exchange Act of 1934 during the preceding 12 months  (or
for  such  shorter period that the registrant was required  to  file
such  reports), and (2) has been subject to such filing requirements
for the past 90 days.


                 Yes    X           No


The  number of shares outstanding of the issuer's classes of  common
stock, as of October 31, 1996:

          Common stock, $1.00 Par Value - 30,631,560 shares

<PAGE>
Part I - Financial Information

Item 1.  Financial Statements
<TABLE>
                     Crane Co. and Subsidiaries
                  Consolidated Statements of Income
              (in thousands, except per share amounts)
                             (unaudited)
<CAPTION>
                                       Periods Ended September 30,                  
                                       Three Months           Nine Months        
                                  1996        1995        1996          1995
<S>                               <C>         <C>          <C>            <C>
Net Sales                    $481,116  $453,344   $1,383,810  $1,337,401
                                                              
Operating Costs and                                           
Expenses:
  Cost of sales               352,632   336,860    1,012,219     993,081
  Selling, general and                                        
     administrative            71,246    65,944      212,731     202,416
  Depreciation and                                            
    amortization               12,226    12,406       36,298      36,252
                              436,104   415,210    1,261,248   1,231,749
                                                              
Operating Profit               45,012    38,134      122,562     105,652
                                                              
Other Income (Deductions):                                    
  Interest income                 639       979        1,819       1,602
  Interest expense             (5,911)   (6,699)     (17,541)    (20,729)
  Miscellaneous - net           2,394     2,701         (207)      3,067
                               (2,878)   (3,019)     (15,929)    (16,060)
                                                              
Income Before Taxes            42,134    35,115      106,633      89,592
                                                              
Provision for Income Taxes     15,245    13,086       39,432      34,171
                                                              
Net Income                   $ 26,889  $ 22,029   $   67,201  $   55,421
                                                              
                                                              
Net Income Per Share         $    .88  $    .71   $     2.20  $     1.81
                                                              
Average Shares Outstanding     30,398    30,830       30,497      30,567
                                                              
Dividends Per Share          $  .1875  $  .1875   $    .5625  $    .5625
 
 <FN>
 
 
 
 
 
           See Notes to Consolidated Financial Statements
 
 </TABLE>
 
                                 -2-
<PAGE>
<TABLE>
Part I - Financial Information

                     Crane Co. and Subsidiaries
                    Consolidated Balance Sheets
                           (in thousands)


<CAPTION>
                                    September 30,      December 31,
                                     1996       1995        1995
                                       (Unaudited)
Assets                                     
<S>                                <C>      <C>        <C>
Current Assets:                                        
Cash and cash equivalents         $    28,241 $        423  $     5,476
                                                              
Accounts receivable, net of                                   
  allowance                           268,938      284,966      240,787
                                                              
Inventories:                                                  
   Finished goods                     119,638      113,439      117,060
   Finished parts and                                         
     subassemblies                     34,618       33,710       37,915
   Work in process                     31,287       37,358       35,364
   Raw materials                       56,146x      54,558       54,662
                                      241,689      239,065      245,001
                                                              
Other current assets                    7,232        6,682        6,774
                                                              
     Total Current Assets             546,100      531,136      498,038
                                                              
Property, Plant and Equipment:                                
   Cost                               530,701      507,259      512,985
   Less accumulated depreciation      281,402      263,540      269,047
                                      249,299      243,719      243,938
                                                              
Other Assets                           27,381       27,410       26,874
                                                              
Intangibles                            56,649       60,142       58,894
                                                              
Cost in excess of net assets                                  
   acquired                           165,995      169,297      170,667
                                  $ 1,045,424 $  1,031,704  $   998,411
                                                              
                                                              
<FN>
           See Notes to Consolidated Financial Statements
                                -3-
</TABLE>
<PAGE>
<TABLE>

Part I - Financial Information

<CAPTION>
                                              September 30,     December 31,
                                            1996        1995       1995
                                             (Unaudited)
Liabilities and Shareholders' Equity            
<S>                                    <C>         <C>          <C>
Current Liabilities:                                            
 Current maturities of long-term debt    $       736  $       767   $       771
 Loans payable                                22,743       14,819       15,359
 Accounts payable                            112,330      109,612       96,873
 Accrued liabilities                         115,827      120,341      115,530
 U.S. and foreign taxes on income             17,003        9,872       12,743
    Total Current Liabilities                268,639      255,411      241,276
                                                                     
Long-Term Debt                               265,179      305,756      281,093
                                                                     
Deferred Income Taxes                         27,346       32,315       27,993
                                                                     
Other Liabilities                             21,714       17,274       21,977
                                                                     
Accrued Postretirement Benefits               43,204       43,138       43,071
                                                                     
Accrued Pension Liability                      8,397        8,730        8,272
                                                                     
Preferred Shares, Par Value $.01                                     
 Authorized - 5,000 Shares                      -            -            -
                                                                     
Common Shareholders' Equity:                                         
 Common shares                                29,894       30,363       30,125
 Capital surplus                               2,383       20,037       12,283
 Retained earnings                           389,548      326,766      342,330
 Currency translation adjustment             (10,880)      (8,086)     (10,009)
                                                                     
    Total Common Shareholders' Equity        410,945      369,080      374,729
                                         $ 1,045,424  $ 1,031,704   $   998,411
                                                                     
<FN>





           See Notes to Consolidated Financial Statements




                                -4-
</TABLE>
<PAGE>
<TABLE>
Part I - Financial Information (Cont'd.)

                     Crane Co. and Subsidiaries
               Consolidated Statements of Cash Flows
                           (in thousands)
                            (unaudited)
<CAPTION>                                                           
                                                       Nine Months Ended   
                                                         September 30,     
                                                        1996          1995
<S>                                                   <C>           <C>
Cash flows from operating activities:
   Net income                                        $  67,201   $   55,421
   Depreciation                                         25,973       26,848
   Amortization                                         10,325        9,404
   Deferred taxes                                       (1,159)      (1,385)
   Cash used for operating working capital              (5,719)     (27,800)
   Other                                                (4,261)         872
Total from operating activities                         92,360       63,360
Cash flows from investing activities:                              
   Capital expenditures                                (40,595)     (20,239)
   Payments for acquisitions                               -         (1,879)
   Proceeds from divestitures                            1,554          -
   Proceeds from disposition of capital assets          11,030        8,100
   Purchase of equity investment                           -         (5,501)
Total used for investing activities                    (28,011)     (19,519)
Cash flows from financing activities:                              
   Equity:                                                         
     Dividends paid                                    (16,966)     (17,096)
     Reacquisition of shares                           (20,311)      (3,129)
     Stock options exercised                             4,492        8,762
       Net Equity                                      (32,785)     (11,463)
   Debt:                                                           
     Repayments of long-term debt                      (12,013)     (13,051)
     Net decrease in short-term debt                     3,321      (21,052)
       Net Debt                                         (8,692)     (34,103)
Total(used for)provided from financing activities      (41,477)     (45,566)
Effect of exchange rate on cash and cash equivalents      (107)          76
Decrease in cash and cash equivalents                   22,765       (1,649)
Cash and cash equivalents at beginning of period         5,476        2,072
Cash and cash equivalents at end of period           $  28,241   $      423
                                                                   
Detail of Cash (Used for) Provided From                            
   Operating Working Capital:                                      
Accounts receivable                                  $ (28,947)  $  (37,497)
Inventories                                              2,852        1,232
Other current assets                                      (483)        (209)
Accounts payable                                        10,450        6,164
Accrued liabilities                                      6,179          110
U.S. and foreign taxes on income                         4,230        2,400
     Total                                           $  (5,719)  $  (27,800)
                                                                   
Supplemental disclosure of cash flow information:                  
     Interest paid                                   $  16,550   $   19,681
     Income taxes paid                                  34,882       30,526
                                                                   
           See Notes to Consolidated Financial Statements
                                 -5-
</TABLE>


<PAGE>
Part I - Financial Information (Cont'd.)


              Notes to Consolidated Financial Statements

1.  The  accompanying unaudited consolidated financial statements
    have  been  prepared in accordance with the  instructions  to
    Form  10-Q and, therefore reflect all adjustments which  are,
    in  the opinion of management, necessary for a fair statement
    of the results for the interim period presented.

2.  Sales and operating profit by segment are as follows:
<TABLE>
<CAPTION>
                        Three Months Ended        Nine Months Ended     
                           September 30,            September 30,     
                          1996         1995         1996       1995
<S>                      <C>         <C>         <C>        <C>
(in thousands)

Net Sales:
Fluid Handling            $  91,606    $  88,438        $   275,810 $    250,695
Aerospace                    61,267       55,902            176,756      160,391
Engineered Materials         54,358       47,842            158,262      151,806
Crane Controls               31,933       31,739             98,173       99,006
Merchandising Systems        40,931       42,480            132,413      142,087
Wholesale Distribution      202,280      187,765            548,228      536,451
Other                         2,756        2,903              7,228        9,221
Intersegment Elimination     (4,015)      (3,725)           (13,060)     (12,256)
     Total                $ 481,116    $ 453,344        $ 1,383,810 $  1,337,401
                                                                       

Operating Profit (Loss):
Fluid Handling            $   6,685   $   6,560        $   17,449 $   13,793
Aerospace                    16,979      14,329            48,688     40,581
Engineered Materials          7,355       4,699            20,266     16,719
Crane Controls                2,501       2,417             8,597      8,475
Merchandising Systems         5,292       4,587            18,409     19,983
Wholesale Distribution       10,456       8,793            22,313     16,542
Other                            70         280                83        322
Corporate                    (4,346)     (3,507)          (13,393)    (10,817)
Intersegment Elimination         20         (24)              150         54
     Total                $  45,012   $  38,134        $  122,562 $  105,652



</TABLE>
                                 -6-









<PAGE>
Part I - Financial Information (Cont'd.)


              Notes to Consolidated Financial Statements

3.  Accounts Receivable
    Receivables are carried at net realizable value.  The  allowance
    for  doubtful  accounts was $4,018,000 at  September  30,  1996,
    $4,484,000 at September 30, 1995, and $3,598,000 at December 31,
    1995.

4.  Inventories
    Inventories  are  stated  at  the  lower  of  cost  or   market,
    principally on the last-in, first-out (LIFO) method of inventory
    valuation.   Replacement cost would be higher by $51,706,000  at
    September  30,  1996,  $52,021,000 at September  30,  1995,  and
    $49,460,000 at December 31, 1995.

5.  Intangibles
    Intangible  assets are amortized on a straight-line  basis  over
    their  estimated useful lives which range from  five  to  twenty
    years.   Accumulated amortization was $14,131,000  at  September
    30,  1996, $9,924,000 at September 30, 1995, and $11,020,000  at
    December 31, 1995.

6.  Cost in Excess of Net Assets Acquired
    Cost in excess of net assets acquired is amortized on a straight-
    line  basis  principally  over  15  to  40  years.   Accumulated
    amortization  was $26,723,000 at September 30,1996,  $21,051,000
    on September 30, 1995, and $22,482,000 on December 31, 1995.












                                 -7-














<PAGE>
Part I - Financial Information (Cont'd)
Item 2.  Management's Discussion and Analysis of Financial Condition

                      and Results of Operations

        Three and Nine Months Ended September 30, 1996 and 1995

[CAPTION]
Results From Operations:

Third Quarter of 1996 Compared to Third Quarter of 1995:

Net  income  for the quarter ended September 30, 1996  set  a  third
quarter record of $26.9 million, or $.88 per share.  This represents
a 22% increase from the $22 million, or $.71 per share, reported for
the  1995  third  quarter.  Operating profit for the  third  quarter
increased  18% to $45 million on a sales increase of 6.1% to  $481.1
million.  Operating margins improved one percentage point to 9.4% of
sales.

Fluid  Handling  sales were up 3.6% and operating  profit  increased
1.9% in the quarter compared to the prior year.  The pump businesses
experienced  strong sales gains with most product lines contributing
to  the  improvement.  Pump sales also benefited from the impact  of
the  Process Systems acquisition completed in the fourth quarter  of
1995  and  new  products.   Valves shipments  were  up  slightly  as
improvements in international valves businesses more than  offset  a
significant  decline in North American shipments of engineered  cast
steel  and nuclear products.  Operating profit improved due  to  the
strong  sales  at  the pump businesses and Crane  Australia.   These
improvements  were  tempered by weak results at Crane  Valves  North
America due to lower sales and lower production level at Crane  U.K.
as  this  unit  adjusts  its inventory in line  with  current  order
backlog.

Aerospace  sales  increased  10% in the  quarter  due  to  continued
increases  in  shipments  to  airframe manufacturers  and  increased
aftermarket   shipments.   Despite  increased  product   development
spending, operating profit rose 18% from the increased sales  volume
and  manufacturing efficiency gains.  Orders in the  commercial  air
transportation  market remain strong and the  company  expects  that
this  trend  will  continue  into 1997 as  aircraft  production  and
airline utilization rates continue to rise.

Engineered  Materials sales and operating profit increased  14%  and
57%, respectively, compared to the 1995 third quarter.  The improved
results  were  attributable to significantly  higher  shipments  and
operating margins at Resistoflex and Kemlite.  Resistoflex shipments
increased  50%  with gains across most product lines.  In  addition,
Resistoflex  benefited from its expansion into  the  Southeast  Asia
market.   Kemlite  sales  rose 16% as fiberglass-reinforced  plastic
panels  continued to displace aluminum in the recreational   vehicle
market.   Results at Cor Tec continued to be negatively impacted  by
the 20% decline in the truck trailer transportation market.

                                 -8-
                                  
                                  
<PAGE>
Part I - Financial Information (Cont'd)
Item 2.  Management's Discussion and Analysis of Financial Condition

                      and Results of Operations

       Three and Nine Months Ended September 30, 1996 and 1995

Crane  Controls  operating  profit was up  3.5%  on  a  small  sales
increase  compared to the third quarter 1995.  Contributing  to  the
improvement in profits were Ferguson Europe which recorded a  profit
compared  to  a  loss  due to the plant consolidation  in  1995  and
Dynalco  which had significantly higher margins on increased  sales.
Lower operating costs at Barksdale U.S. resulted in improved margins
despite flat sales.

Merchandising  Systems  sales declined 3.6% while  operating  profit
improved  15%  in the quarter compared to the prior year.   National
Vendors vending merchandiser sales in the United States fell due  to
reduced  purchases by national accounts and a shift in  product  mix
towards smaller merchandisers.  In addition, sales efforts in Europe
were  hampered  by weak demand in Germany and France.   Despite  the
lower  sales,  National Vendors' profit increased due  to  the  cost
benefits  of its plant modernization program.  Operating profit  for
NRI  improved due to increased sales and the continued  benefit   of
costs reduction programs.  Overall, this segment's operating margins
improved to 12.9% of sales from 10.8% in the third quarter of 1995.

Wholesale  Distribution sales increased 7.7%  and  operating  profit
rose  19%.   Huttig's  distribution  business  benefited  from   the
increased activity in the home construction market.  This along with
a  shift  to  higher  value  added  products  at  its  manufacturing
facilities  led to improved profit margins at Huttig.  Additionally,
Crane  Supply and Valve Systems and Controls improved profit margins
due  to  cost control initiatives and increased focus on maintaining
margins  in  competitive  markets allowing  this  segment's  overall
margin  to  increase to 5.2% of sales compared to 4.7% in the  third
quarter of 1995.

Interest  expense in the quarter decreased $.4 million  compared  to
the  prior  year due to reduced debt levels. The company's effective
tax  rate in the third quarter improved to 36.2% from 37.3%  in  the
comparable quarter  as  the company was able to realize tax benefits
on certain foreign tax loss carryforwards.




                                 -9-









<PAGE>
Part I - Financial Information (Cont'd)
Item 2.  Management's Discussion and Analysis of Financial Condition

                      and Results of Operations

       Three and Nine Months Ended September 30, 1996 and 1995

Nine Months Ended September 30, 1996 Compared to Nine Months Ended
September 30 , 1995:

Net income for the first nine months increased 21% to $67.2 million,
or  $2.20 per share, from the  $55.4 million, or $1.81 per share, in
the  comparable 1995 period.  Operating profit  for the nine  months
increased 16% to $122.6 million on a sales increase of 3.5% to  $1.4
billion.   Operating margins improved a full percentage  point  from
the prior year level.

Fluid Handling sales were up 10% and operating  profit was up   26%.
In  the  United  States, sales increased due to the  acquisition  of
Process  Systems in the fourth quarter of 1995 and strong demand  in
the  pump businesses.  Internationally, sales improved due to higher
export  sales  at Crane U.K., increased market share  at  Westad  in
Norway,  and  successful expansion to new markets  and  an  improved
domestic market at Crane Australia.  Operating profit increased  due
to  the  strong  sales as well as profitable results  at  Cochrane's
water treatment business compared to a loss in 1995.

Aerospace  sales  were  up  10% in the  first  nine  months  due  to
continued increases in shipments to airframe manufacturers  and  the
overhaul and repair markets.  Operating profit rose 20% as a  result
of  the  sales increase, higher margins in the overhaul  and  repair
markets and manufacturing efficiencies.

Engineered  Materials sales and operating profit  increased  4%  and
21%,  respectively.   At Resistoflex, higher shipments  across  most
product  lines  and  successful expansion in Asia  led  to  a  sales
increase  of  31%  and  an  operating profit  increase  of  58%.   A
significant  decline  in  the  truck trailer  transportation  market
negatively  impacted Cor Tec's sales and profits.  At  Kemlite,  the
declines due to the transportation market were offset with increased
demand in the recreational vehicle market.

Crane  Controls operating profit improved slightly despite  a  small
decline  in  sales.   Lower shipments of Ferguson's  motion  control
products  were  offset partially by sales gains  at  Barksdale.   In
addition,  Ferguson  Europe's  results  benefited  from  the   plant
consolidation completed in 1995.

Merchandising  Systems operating profit was down 8% on  a  7%  sales
decline.   Vending merchandiser sales in the United States  declined
due  to  the completion of the United States Postal Service contract
in  1995  and  reduced  purchases by national  accounts.   Operating
profit at NRI improved significantly on an 8% sales gain due to  the
benefits of its cost reduction program.

                                -10-

<PAGE>
Part I - Financial Information (Cont'd)
Item 2.  Management's Discussion and Analysis of Financial Condition

                      and Results of Operations

        Three and Nine Months Ended September 30, 1996 and 1995


Wholesale  Distribution operating profit improved  35%  on  a  small
sales   increase.   This  was  mainly  the  result  of   significant
improvements  in Huttig's manufacturing business along  with  profit
margin  improvements  in  its distribution business.   Cost  control
initiatives  at  Crane  Supply and Valve  Systems  &  Controls  also
benefited  results  increasing the overall  profit  margin  of  this
segment by a full percentage point.

Net  interest  expense  decreased 18% to $15.7  million  from  $19.1
million a year earlier due to lower debt levels.  The effective  tax
rate was 37% compared to 38.1% in 1995.

[CAPTION]
Liquidity and Capital Resources:

For  the first nine months of 1996, the company generated more  than
$92  million  in cash from operations allowing Crane to  reduce  net
debt  $31.3  million  from December 31, 1995 to  $260.4  million  at
September  30,  1996.  As a result,  the net debt to  capital  ratio
improved to 38.8% from 43.8%.  In addition, the company made capital
expenditures  of  $40.6 million, paid dividends of $17  million  and
repurchased 490,000 shares of stock in the open market at an average
price per share of $37.98 for a total of $18.6 million.











                                -11-

<PAGE>
Part II - Other Information

Item 1.   Legal Proceedings:

Neither  the company nor any subsidiary of the company has become  a
party  to, nor has any of their property become the subject of,  any
material  legal proceedings, other than ordinary routine  litigation
incidental to their businesses, except for the following.

On  February 28, 1991, the company was served with a complaint filed
in  the  U.S.  District Court for the Eastern District  of  Missouri
naming the company and its former subsidiary, CF&I Steel Corporation
("CF&I"), as defendants and alleging violations of the federal False
Claims  Act  in  connection with the distribution of  the  company's
shares  of CF&I to the company's shareholders in 1985.  A subsequent
complaint with substantially similar allegations was served  on  the
company  on September 22, 1992 and the two actions were consolidated
by  the  Court.   The  case was brought in  the  name  of  the  U.S.
Government  by  a  private individual (the "relator")  and  involves
allegations  of a conspiracy between the company and CF&I  to  cause
the  Pension Benefit Guaranty Corporation ("PBGC") to assume certain
unfunded liabilities under a CF&I pension plan (alleged to have been
approximately $270 million), to prevent the PBGC from obtaining  any
reimbursement  from the company and to publish and  file  misleading
information  in furtherance of those alleged objectives.   The  suit
seeks  treble  damages  and attorney's fees.   On  June  1,1993  the
District  Court  dismissed  the case  for  lack  of  subject  matter
jurisdiction under the False Claims Act and the plaintiff  appealed.
On  November  16,  1994, the U.S. Court of Appeals  for  the  Eighth
Circuit reinstated the action.  The company's petition for a writ of
certiorari to the U.S. Supreme Court was denied on or about June 16,
1995  and  the  case was returned to the District Court  to  further
proceedings.  The  company filed motions for  summary  judgment  and
judgment  on the pleadings, and on May 30, 1996, the District  Court
entered  an  order  dismissing all counts  of  the  complaint.   The
relator asked the District Court to reconsider its decision  and  on
September  3, 1996 the District Court denied the relator's  request.
The  relator  filed  his notice of appeal on June  3,  1996  and  an
amended  notice of appeal on September 11, 1996, and the  appeal  is
currently  being briefed by the parties for the United States  Court
of  Appeals for the Eighth Circuit.  The company is firmly convinced
that  the allegations made by the relator are without merit and that
the  actions  of  the District Court are correct.  The  company  has
vigorously defended itself in the litigation and will continue to do
so, and is confident that it will ultimately prevail.

The  following proceedings are not considered by the company  to  be
material  to  its business or financial condition and  are  reported
herein  because of the requirements of the Securities  and  Exchange
Commission  with  respect to the descriptions of  administrative  or
judicial  proceedings  by  governmental  authorities  arising  under
federal,  state  or  local provisions regulating  the  discharge  of
materials  into  the  environment  or  otherwise  relating  to   the
protection of the environment.

                                -12-


<PAGE>
Part II - Other Information

Item 1.    Legal Proceedings (Cont'd)

On July 12, 1985 the company received written notice from the United
States  Environmental Protection Agency (the "EPA")   that  the  EPA
believes the company may be a potentially responsible party  ("PRP")
under the Federal Comprehensive Environmental Response, Compensation
and  Liability  Act of 1980 ("CERCLA")  to pay for investigation and
corrective  measures  which  may be required  to  be  taken  at  the
Roebling Steel Company site in Florence Township, Burlington County,
New  Jersey  ("Roebling Site") of which its former subsidiary,  CF&I
Steel  Corporation ("CF&I") was a past owner and operator  prior  to
the  enactment of CERCLA.  The stated grounds for the EPA's position
was  the EPA's belief that the company had owned and/or operated the
Roebling  Site.  The company has advised the EPA that such  was  not
the case and does not believe that it is responsible for any testing
or clean-up at the Roebling Site based on current facts.

The  EPA  has identified sources and areas of contamination  at  the
Roebling  Site  which  must be examined for potential  environmental
damage.  The EPA has disclosed that two surface clean-ups have  been
performed at a cost in excess of $19 million.  In July 1996 the  EPA
completed a third Focused Feasibility Study which defined the nature
of contaminants and evaluated appropriate remedial alternatives, and
the EPA estimated the cost of its preferred clean-up alternative  at
$38 million.

On  November 7, 1990  CF&I  filed a petition for reorganization  and
protection under  Chapter 11 of  the United States Bankruptcy  Code.
In  the  bankruptcy  proceeding of  CF&I  the  EPA  was  allowed  an
unsecured  claim  against CF&I for $27.1 million  related  to  EPA's
environmental investigations and remediation at the Roebling Site.

In  June  1996 the company received a Section 104 Request issued  by
the  EPA  under  CERCLA  requesting information about the  company's
(and  CF&I's)  connection to the Roebling  Site.   The  company  has
filed  its  response to this request, and based  on  the  facts  and
circumstances summarized above, the company does not believe  it  is
responsible for any portion of the clean-up.



                                -13-

<PAGE>
Part II - Other Information

Item 5.   Other:

On  October  15,  1996,  the company completed  the  acquisition  of
Interpoint  Corporation in a tax-free merger in  which  the  company
issued  shares of Crane common stock for all the outstanding  shares
of  Interpoint.  The aggregate purchase price was $59 million which,
after deduction of approximately $26 million in Interpoint debt  and
certain  other  adjustments, resulted in  the  issuance  of  729,541
shares  of  Crane common stock.  Interpoint designs and manufactures
high density power converters with applications in the aerospace and
medical  technology industries.  This acquisition  allows  Crane  to
increase  both  its  product and customer base and  to  provide  its
current  customers with a wider range of power components  and  sub-
systems.

On  October 28, 1996, the company announced it would effect a three-
for-two split of its common stock in the form of a stock dividend of
one  share  of  common stock for every two shares  of  common  stock
outstanding payable on December 12, 1996 to shareholders  of  record
as the close of business December 4, 1996.

On  October  31,  1996, the company acquired Grenson Electronics  of
Daventry England for $2.74 million.  Grenson Electronics designs and
produces low voltage power conversion electronics for the aerospace,
defense and industrial markets.



Item 6.   Exhibits and Reports on Form 8-K


        11.Computation  of  earnings  per  share   for   the
        quarters  and nine months ended September  30,  1996
        and 1995.

        27.Article 5 of Regulation S-X Financial Data Schedule
           for the third quarter.


















                                 -14-

<PAGE>
                             SIGNATURES


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




                                               CRANE CO.
                                              REGISTRANT



Date November 13, 1996                 By  /s/ D.S. Smith
                                               D.S. SMITH
                                         Vice President-Finance
                                       and Chief Financial Officer





Date November 13, 1996                 By  /s/ M.L. Raithel
                                               M.L. RAITHEL
                                                Controller














                                 -15-





<PAGE>
<TABLE>
                     Crane Co. and Subsidiaries
                      Exhibit 11 to Form 10-Q
             Computation of Net Income per Common Share
      Three and Nine Months Ended September 30, 1996 and 1995
              (in thousands, except per share amounts)

<CAPTION>
                                  Three Months    Nine Months Ended  
                                     Ended
                                 September 30,      September 30,    
                                 1996     1995       1996      1995
<S>                             <C>     <C>        <C>      <C>
Primary Net Income Per Share:

Net income available                                                 
    to shareholders                 $ 26,889  $ 22,029  $ 67,201    $55,421
                                                                     
Average primary shares outstanding    30,398    30,830    30,497     30,567
                                                                     
  Net Income                        $    .88  $    .71  $   2.20    $  1.81
                                                                     
Fully Diluted - Income Per Share:                                    
                                                                     
Net income available to                                              
     shareholders                   $ 26,889  $ 22,029  $ 67,201    $55,421
                                                                     
Average primary shares outstanding    30,398    30,830    30,497     30,567
                                                                     
Add                                                                  
   Adjustment for further dilutive                                   
   effect of stock options (ending                                   
   market price higher than average                                  
   market price used in primary                                      
   shares calculation)                    80         9        69         11
                                                                     
                                                                     
Average fully diluted shares                                         
  outstanding                         30,478    30,839    30,566     30,578
                                                                     
Net income                          $    .88  $    .71  $   2.20    $  1.81
                                                                     







</TABLE>



                                -16-






<PAGE>

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER>1,000
       

<S>                                 <C>
<PERIOD-TYPE>                       9-MOS
<FISCAL-YEAR-END>                   DEC-31-1996
<PERIOD-END>                        Sept-30-1996
<CASH>                                 28,241
<SECURITIES>                                0
<RECEIVABLES>                         268,938
<ALLOWANCES>                                0
<INVENTORY>                           241,689
<CURRENT-ASSETS>                      546,100
<PP&E>                                530,701
<DEPRECIATION>                        281,402
<TOTAL-ASSETS>                      1,045,424
<CURRENT-LIABILITIES>                 268,639
<BONDS>                                     0
<COMMON>                               29,894
                       0
                                 0
<OTHER-SE>                            381,105
<TOTAL-LIABILITY-AND-EQUITY>        1,045,424
<SALES>                             1,383,810
<TOTAL-REVENUES>                    1,383,810
<CGS>                               1,041,519
<TOTAL-COSTS>                       1,261,248
<OTHER-EXPENSES>                          207
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                     15,722
<INCOME-PRETAX>                       106,633
<INCOME-TAX>                           39,432
<INCOME-CONTINUING>                    67,201
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                           67,201
<EPS-PRIMARY>                            2.20
<EPS-DILUTED>                            2.20

        

</TABLE>


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