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Rule 424(b)(3) Prospectus
Sec File No. 33-59389
Supplement to Prospectus dated August 19, 1996
Reference is made to the Prospectus dated
August 19, 1996 (the "Prospectus") relating to shares
of Common Stock, par value $1.00 per share ("Common
Stock"), of Crane Co. (the "Company") which may be sold
from time to time by or for the account of nine persons
(collectively, the "Selling Shareholders") who acquired
or will acquire shares of Common Stock pursuant to
awards under the Crane Co. Stock Option Plan (the
"Stock Option Plan"), which Prospectus constitutes a
resale prospectus as defined in General Instruction C
to Form S-8.
The following information is presented to
supplement the information set forth in the Prospectus
with respect to the Selling Shareholders and the number
of shares of Common Stock owned by them or subject to
options granted to them under the Stock Option Plan.
Shares
Subject to Maximum
Shares Outstanding Shares to
Selling Shareholder Owned as Options as be Offered
of of Under this
November November Prospectus
25, 25,1996 (2)
1996(1)
R. S. Evans, 745,956 330,000 562,453
Chairman and Chief
Executive Officer
L. H. Clark, 2,326 107,000 107,000
President and Chief
Operating Officer
R. J. Muller, Jr., 122,160 31,000 73,830
Executive Vice
President
A. I. duPont, Vice 100 15,000 15,000
President, General
Counsel & Secretary
A. D. Pantaleoni, 5,682 25,000 28,600
Vice President-
Health, Safety &
Environmental
R. B. Phillips, Vice 54,223 77,142 104,455
President-Human
Resources
D. S. Smith, Vice 4,989 89,500 89,500
President-Finance
and Chief Financial
Officer
M. L. Raithel, 60,692 94,000 115,267
Controller
G. A. Dickoff, 2,405 41,000 42,475
Treasurer
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(1) Does not include restricted shares of Common Stock
granted under the Crane Co. Restricted Stock Award
Plan which were not vested as of November 25,1996.
(2) Includes shares of Common Stock subject to
outstanding options as of November 25, 1996 as
well as shares of Common Stock previously acquired
upon exercise of Options granted under the Stock
Option Plan.
November 25, 1996
