CRANE CO /DE/
10-Q, 1996-08-14
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       June 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 July 31, 1996:

          Common stock, $1.00 Par Value - 29,965,809 shares

<PAGE>
Part I - Financial Information

Item 1.  Financial Statements
<TABLE>
                              Crane Co.
                  Consolidated Statements of Income
               (in thousands except per share amounts)
                             (unaudited)

<CAPTION>

                                      Periods Ended June 30,
                                      Three Months           Six Months
                                     1996        1995        1996       1995
<S>                                <C>         <C>         <C>        <C>
Net Sales                        $ 466,231   $ 451,479   $ 902,694  $ 884,057
                                                                      
Operating Costs and Expenses:                                         
  Cost of sales                    339,605     332,763     659,587    656,221
  Selling, general and                                                
     administrative                 70,999      67,875     141,485    136,472
  Depreciation & amortization       12,050      11,942      24,072     23,846
                                   422,654     412,580     825,144    816,539
                                                                      
Operating Profit                    43,577      38,899      77,550     67,518
                                                                      
Other Income (Deductions):                                            
  Interest income                      647         255       1,180        623
  Interest expense                  (5,768)     (7,037)    (11,630)   (14,030)
  Miscellaneous - net               (3,437)        463      (2,601)       366
                                    (8,558)     (6,319)    (13,051)   (13,041)
                                                                      
Income Before Taxes                 35,019      32,580      64,499     54,477
                                                                      
Provision for Income Taxes          12,915      12,463      24,187     21,085
                                                                      
Net Income                       $ 22,104   $ 20,117  $ 40,312   $ 33,392
                                                                      
                                                                      
Net Income Per Share                  $.72        $.66       $1.32      $1.10
                                                                      
Average Shares Outstanding          30,645      30,622      30,586     30,459
                                                                      
Dividends Per Share                 $.1875      $.1875      $.3750     $.3750
 
 <FN>
 
 
 
           See Notes to Consolidated Financial Statements
 
 </TABLE>
 
                                 -2-
<PAGE>
<TABLE>
Part I - Financial Information

Item 1.  Financial Statements (Cont'd)

                             Crane Co.
                    Consolidated Balance Sheets
                           (in thousands)

<CAPTION>
                                         June 30,        December 31,
                                      1996       1995       1995
                                       (unaudited)
Assets
<S>                                <C>          <C>      <C>
Current Assets:
Cash and cash equivalents         $    22,494 $        661  $     5,476
                                                              
Accounts receivable                   255,184      252,894      240,787
                                                              
Inventories:                                                  
   Finished goods                     121,805      122,910      117,060
   Finished parts and                                         
     subassemblies                     35,199       32,886       37,915
   Work in process                     33,791       39,549       35,364
   Raw materials                       55,435       53,223       54,662
                                      246,230      248,568      245,001
Other current assets                    7,091        7,861        6,774
     Total Current Assets             530,999      509,984      498,038
                                                              
Property, Plant and Equipment:                                
   Cost                               521,344      520,126      512,985
   Less accumulated depreciation      280,478      263,636      269,047
                                      240,866      256,490      243,938
                                                              
Other Assets                           27,080       37,100       26,874
                                                              
Intangibles                            57,359       61,358       58,894
                                                              
Cost in excess of net assets                                  
   acquired                           167,601      170,941      170,667
                                  $ 1,023,905 $  1,035,873  $   998,411
                                                              
                                                              
<FN>
           See Notes to Consolidated Financial Statements
                                -3-
</TABLE>
<PAGE>
<TABLE>

Part I - Financial Information

Item 1.  Financial Statements (Cont'd)

                             Crane Co.
                Consolidated Balance Sheets (Cont'd)
                           (in thousands)
<CAPTION>
                                               June 30,         December 31,
                                          1996       1995         1995
                                           (unaudited)

Liabilities and Shareholders' Equity
<S>                                     <C>        <C>         <C>
Current Liabilities:
 Current maturities of long-term debt    $       760  $     1,196   $       771
 Loans payable                                18,115       20,428       15,359
 Accounts payable                            101,040      101,229       96,873
 Accrued liabilities                         116,559      118,071      115,530
 U.S. and foreign taxes on income             14,143        8,256       12,743
    Total Current Liabilities                250,617      249,180      241,276
                                                                     
Long-Term Debt                               265,180      326,258      281,093
                                                                     
Deferred Income Taxes                         27,609       32,306       27,993
                                                                     
Other Liabilities                             21,876       19,059       21,977
                                                                     
Accrued Postretirement Benefits               43,153       43,172       43,071
                                                                     
Accrued Pension Liability                      8,382        8,725        8,272
                                                                     
Preferred Shares, Par Value $.01                                     
 Authorized - 5,000 Shares                      -            -            -
                                                                     
Common Shareholders' Equity:                                         
 Common shares                                30,364       30,506       30,125
 Capital surplus                              19,947       24,871       12,283
 Retained earnings                           367,819      309,746      342,330
 Currency translation adjustment             (11,042)      (7,950)     (10,009)
                                                                     
    Total Common Shareholders' Equity        407,088      357,173      374,729
                                         $ 1,023,905  $ 1,035,873   $   998,411
                                                                     
<FN>





           See Notes to Consolidated Financial Statements


                                -4-
</TABLE>
<PAGE>
<TABLE>
Part I - Financial Information
Item 1.  Financial Statements (Cont'd)
                             Crane Co.
               Consolidated Statements of Cash Flows
                           (in thousands)
                            (unaudited)
<CAPTION>
                                                       Six Months Ended
                                                           June 30,
                                                       1996     1995
<S>                                                    <C>         <C>
Cash flows from operating activities:
   Net income                                        $  40,311   $  33,392
   Depreciation                                         17,279      17,915
   Amortization                                          6,793       5,931
   Deferred taxes                                         (833)       (697)
   Cash used for operating working capital             (10,227)    (22,181)
   Other                                                  (659)     (3,020)
Total from operating activities                         52,664      31,340
Cash flows from investing activities:                              
   Capital expenditures                                (16,710)    (13,609)
   Payments for acquisitions                               -        (1,879)
   Proceeds from divestitures                            1,554         -
   Proceeds from disposition of capital assets           1,391       3,120
   Purchase of equity investment                           -        (5,038)
Total used for investing activities                    (13,765)    (17,406)
Cash flows from financing activities:                              
   Equity:                                                         
     Dividends paid                                    (11,356)    (11,365)
     Reacquisition of shares                            (1,522)     (3,115)
     Stock options exercised                             4,160       7,323
       Net Equity                                       (8,718)     (7,157)
   Debt:                                                           
     Proceeds from issuance of long-term debt              -           -
     Repayments of long-term debt                      (11,905)     (7,934)
     Net decrease in short-term debt                    (1,237)       (311)
       Net Debt                                        (13,142)     (8,245)
Total used for financing activities                    (21,860)    (15,402)
Effect of exchange rate on cash and cash equivalents       (21)         57
Increase (decrease) in cash and cash equivalents        17,018      (1,411)
Cash and cash equivalents at beginning of period         5,476       2,072
Cash and cash equivalents at end of period           $  22,494   $     661
Detail of Cash (Used for) Provided From                            
   Operating Working Capital:                                      
Accounts receivable                                  $ (15,569)  $ (15,379)
Inventories                                             (1,877)     (8,441)
Other current assets                                      (353)     (1,379)
Accounts payable                                         4,830       4,406
Accrued liabilities                                      1,343      (2,191)
U.S. and foreign taxes on income                         1,399         803
     Total                                           $ (10,227)  $ (22,181)
Supplemental disclosure of cash flow information:                  
     Interest paid                                   $  11,418   $  13,876
     Income taxes paid                                  22,530      19,279
           See Notes to Consolidated Financial Statements
                                 -5-
</TABLE>

<PAGE>
Part I - Financial Information

Item 1.  Financial Statements (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.
<TABLE>
2.  Sales and operating profit by segment are as follows:

<CAPTION>
                             Three Months Ended       Six Months Ended
                                  June 30,                June 30,
                            1996         1995         1996       1995
<S>                       <C>        <C>            <C>       <C>
(In thousands)

  Net Sales:
Fluid Handling            $  91,974    $  83,397        $ 184,204   $  162,257
Aerospace                    57,168       53,440          115,489      104,489
Engineered Materials         53,166       50,026          103,904      103,964
Crane Controls               32,457       34,195           66,240       67,267
Merchandising Systems        47,410       51,984           91,482       99,607
Wholesale Distribution      186,528      179,580          345,948      348,686
Other                         1,892        3,190            4,472        6,318
Intersegment Elimination     (4,364)      (4,333)          (9,045)      (8,531)
     Total                $ 466,231    $ 451,479        $ 902,694   $  884,057
                                                                       

  Operating Profit (Loss):
Fluid Handling            $   5,726   $   4,990        $  10,764   $  7,233
Aerospace                    16,426      14,344           31,709     26,252
Engineered Materials          7,671       5,345           12,911     12,020
Crane Controls                2,619       3,170            6,096      6,058
Merchandising Systems         7,251       8,780           13,117     15,396
Wholesale Distribution        8,297       5,921           11,857      7,749
Other                           (38)       (179)              13         42
Corporate                    (4,475)     (3,610)          (9,047)    (7,310)
Intersegment Elimination        100         138              130         78
     Total                $  43,577   $  38,899        $  77,550   $ 67,518



                                 -6-


</TABLE>
<PAGE>
Part I - Financial Information

Item 1.  Financial Statements (Cont'd)

         Notes to Consolidated Financial Statements (Cont'd)


3.  Accounts Receivable
    Receivables are carried at net realizable value.  The  allowance
    for   doubtful  accounts  was  $3,904,000  at  June  30,   1996,
    $3,980,000  at  June 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 $52,377,000  at
    June 30, 1996, $53,114,000 at June 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 $13,064,000  at  June  30,
    1996,  $8,851,000 at June 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  $25,318,000 at June 30,1996,  $19,569,000  on
    June 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 Six Months Ended June 30, 1996 and 1995

[CAPTION]
Results From Operations:

Second Quarter of 1996 Compared to Second Quarter of 1995:

Net income for the quarter ended June 30, 1996 was $22.1 million, or
$.72 per share, after a $4 million pretax charge ($2.5 million after
tax),  or $.08 per share, in connection with the successful  defense
of  the  False Claims Act case related to the CF&I Steel Corporation
spin-off  in 1985.  The net income result represents a 10%  increase
from  the  $20.1 million, or $.66 per share, reported for  the  1995
second  quarter.  Operating profit for the second quarter  increased
12% to $43.6 million on a sales increase of 3% to $466.2 million.

Fluid Handling sales were up 10% and operating profit increased  15%
in  the  quarter  compared  to the prior  year.   Sales  gains  were
experienced  in  both the valves and pumps businesses.   In  Valves,
sales  gains were primarily in the international operations.   Crane
U.K.  had strong export sales  while  Crane Australia benefited from
its   successful  efforts  to  expand  markets  to  Asia  and   from
significant  improvements  in  domestic demand  from  the  depressed
levels  of  a year ago.  Pumps sales increased due to new  products,
Chempump's  NC Series diagnostic sealless pump and Barnes'  pressure
sewer   pump  systems,  and  the  impact  of  the  Process   Systems
acquisition completed in the fourth quarter of last year.  Operating
profit  improved due to the strong sales at Crane Australia and  the
pumps  businesses as well as profitable results at  Cochrane's water
treatment  business compared to a loss in 1995.  Crane U.K.  profits
were lower because of the lower margins on export sales.

Aerospace  sales  increased  7%  in the  quarter  due  to  continued
increases  in  shipments to airframe manufacturers and the  overhaul
and repair  markets.  Operating profit rose 15% due to the increased
sales  volume  and greater focus on the higher-margin  overhaul  and
repair  market.  Orders in the commercial air transportation  market
remained strong.

Engineered  Materials sales and operating profit  increased  6%  and
44%,  respectively,  compared to the 1995  second  quarter.   Higher
shipments  and operating margins at Kemlite, Resistoflex  and  Crane
Plumbing  more  than offset  lower results at Cor Tec  where   sales
decreased significantly  due to a 25% decline in  the truck  trailer
transportation market  in the United States.  Kemlite sales rose 11%
as   fiberglass-reinforced  plastic  panels  continued  to  displace
aluminum    in   the  recreational   vehicle  market.    Resistoflex
shipments   were  higher across all product lines with  the  company
capturing  significant   orders in the Southeast Asia  market  as  a
result of its acquisition of Kessel PTE., Ltd. in the fourth quarter
of last year.

                                 -8-
                                  
<PAGE>
Part I - Financial Information (Cont'd)
Item 2.  Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
           Three and Six Months Ended June 30, 1996 and 1995

[CAPTION]
Results From Operations:

Crane  Controls  sales and operating profit were down  5%  and  17%,
respectively, compared to the second quarter 1995. The lower results
were  due primarily to lower shipments of Ferguson's motion  control
products in the United States and Europe.  Total sales and operating
profit for the remaining operations  were essentially flat.

Merchandising  Systems  sales  declined  9%  and  operating   profit
declined  17%  in the quarter compared to the prior year.   National
Vendors vending merchandiser sales in the United States fell due  to
the  completion of the United States Postal Service contract in 1995
as  well as reduced purchases by national accounts.   Unit shipments
to independent operators, National Vendors' core business, increased
6%,  but  sales  revenues were lower due to a shift in  product  mix
towards smaller merchandisers.  In addition, sales efforts in Europe
were  hampered  by  weak  demand in Germany  and  France.   National
Vendors anticipates favorable results for the second half   of  1996
due  to  the  cost  benefits of completing the  plant  modernization
program.   Operating profit for NRI improved due to increased  sales
and the continued benefit of costs reduction programs.

Wholesale Distribution sales increased 4% and operating profit  rose
40%.   Sales gains at Huttig were partially offset by sales declines
at Valve Systems and Controls and Crane Supply.  Profit improvements
were  attributable  to  the  increased sales,  improved  results  in
Huttig's  manufacturing business and higher margins at Crane  Supply
due to continued   emphasis on costs controls.

Interest  expense in the quarter decreased $1.7 million compared  to
the  prior  year  due to reduced debt levels.  In  the  1996  second
quarter, the company recorded miscellaneous expense of $3.4  million
which  included  the  $4  million  litigation  charge,  compared  to
miscellaneous income of $.5 million in the 1995 second quarter.  The
company's effective tax rate in the second quarter improved to 36.9%
from 38.3% because in 1996 the company was able to recognize the 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 Six Months Ended June 30, 1996 and 1995

[CAPTION]
Results From Operations:
Six Months Ended June 30, 1996 Compared to Six Months Ended
June 30 , 1995:
Net income for the first six months was up 21% to $40.3 million,  or
$1.32 per share, compared to $33.4 million, or $1.10 per share, last
year.  Operating income for the first six months was up 15% to $77.6
million on a sales increase of 2% to $902.7 million.

Fluid  Handling  sales  were up 14% and operating  profit  rose  49%
compared to 1995.  In the United States, sales increased due to  the
acquisition of Process Systems in the fourth quarter of 1995, strong
demand  for  new products in the pumps line and higher shipments  at
Pacific  Valves.   Internationally, sales increased  due  to  higher
export  sales at Crane U.K., and successful expansion to new markets
and  an  improved  domestic  market at Crane  Australia.   Operating
profit  improved  due to the sales increase as  well  as  profitable
results at Cochrane's water treatment business compared to a loss in
the first half of 1995.

Aerospace sales increased 11% for the first six months as all  three
businesses experienced sales gains.  Operating profit rose  21%  due
to  the  sales  gains and increased penetration of the higher-margin
aftermarket.   Lear  Romec's  profits  nearly  doubled  on  a  sales
increase of 22% due to higher aftermarket and OEM sales.

Engineered  Materials  sales  were essentially  flat  and  operating
profit  improved  7%.  At Resistoflex, higher shipments  across  all
product  lines resulted in a sales increase of 20% and an  operating
profit  increase of 38%.  A significant decline in the truck trailer
transportation market negatively impacted results at Cor  Tec.   For
Kemlite,  this  decline was offset with an increased demand  in  the
recreational  vehicle  market.  Crane Plumbing's  results  benefited
from operating efficiencies.

Crane  Controls  sales  declined slightly and operating  profit  was
essentially  flat.   Results  were  negatively  impacted  by   lower
shipments of Ferguson's motion control products in the United States
and  Europe.   This  was  partially offset by  increased  sales  and
operating  profit at Powers Process Controls and Barksdale  Germany.
Profit improvements at Ferguson Europe were due to efficiency  gains
attributable to the plant consolidation completed in 1995.

Merchandising  Systems  sales  decreased  8%  and  operating  profit
declined   15%  compared  to  the  first  half  of  1995.    Vending
merchandiser  sales  in  the United States  were  down  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 a sales gain of 10% 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 Six Months Ended June 30, 1995 and 1994

[CAPTION]
Results From Operations:

Six Months Ended June 30, 1995 Compared to Six Months Ended
June 30 , 1994:

Wholesale  Distribution operating profit improved  53%  on  slightly
lower  sales.  This  was the result of significant  improvements  in
Huttig's manufacturing business along with a 10% increase in profits
in its distribution business.  Higher margins at Crane Supply due to
cost controls also contributed to the profit improvement.

Net  interest  expense declined to $10.5 million compared  to  $13.4
million a year earlier due to lower debt levels.  The effective  tax
rate was 37.5% compared to 38.7% in 1995.


[CAPTION]
Liquidity and Capital Resources:

During the first half of 1996 the company generated $52.7 million of
cash  from operating activities compared to $31.3 million  in  1995.
Net  debt  totaled  39.1 percent of capital at June  30,  1996.  The
current ratio increased to 2.1 with working capital totaling  $280.4
million  at  June 30, 1996 compared to $260.8 million  at  June  30,
1995. Due to seasonality, the company's working capital requirements
peak at midyear.

As  discussed  further in Part II, Item 5 of  this  Form  10-Q,  the
company   has   signed  a  definitive  agreement  to   acquire   the
microelectronics   business   of   Interpoint   Corporation.    This
acquisition will be financed through the issuance of stock.













                                -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  has  asked the District Court to reconsider  its  decision.
That request is still pending.  In addition, the relator has filed a
notice of his intention to appeal the decision of the District Court
to  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  is
currently   in  the  process  of  responding  to this  request,  but
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 Information

On  July  1,  1996,  the  company signed a definitive  agreement  to
acquire  the  microelectronics business  of  Interpoint  Corporation
through a tax-free merger in which the company will issue shares  of
the  company's  common  stock for all of the outstanding  shares  of
Interpoint  stock, immediately following the spin-off by  Interpoint
of  its  data  storage  subsidiary.  The number  of  shares  of  the
company's  common  stock  issued will  be  based  on  the  aggregate
purchase  price  of  $59  million  less  any  outstanding  debt   of
Interpoint  on the date of the merger, estimated to be $20  million.
Approximately 950,000 shares of the company's common stock  will  be
issued  as a result of this transaction.  The transaction is subject
to the approval of Interpoint shareholders.

Item 6.   Exhibits and Reports on Form 8-K

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

        27.Article 5 of Regulation S-X Financial Data Schedule
           for the second 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 August 14, 1996                   By /s/       D.S. Smith
                                               D.S. SMITH
                                         Vice President-Finance
                                       and Chief Financial Officer





Date August 14, 1996                   By /s/       M.L. Raithel
                                               M.L. RAITHEL
                                                Controller














                                -15-




<PAGE>
<TABLE>
                                                          EXHIBIT 11
                             Crane Co.
             Computation of Net Income per Common Share
              (in thousands except per share amounts)

<CAPTION>
                                         Three Months         Six Months      
                                            Ended               Ended
                                           June 30,            June 30,       
                                        1996     1995        1996   1995
<S>                                    <C>     <C>          <C>    <C>

Primary Net Income Per Share:

  Net income available                                                  
    to shareholders                    $22,104  $ 20,117      $40,312  $33,392
                                                                        
  Average primary shares outstanding    30,645    30,622       30,586   30,459
                                                                        
  Net Income                           $   .72  $    .66      $  1.32  $  1.10
                                                                        
Fully Diluted - Income Per Share:                                       
                                                                        
  Net income                           $22,104  $ 20,117      $40,312  $33,392
                                                                        
Average primary shares outstanding      30,645    30,622       30,586   30,459
                                                                        
Add                                                                     
    Adjustment for further dilutive                                     
    effect of stock options (ending                                     
    market price higher than average                                    
    market price used in primary                                        
    shares calculation)                     -         14            1       15
                                                                        
                                                                        
Average fully diluted shares                                            
  outstanding                           30,645    30,636       30,587   30,474
                                                                        
Net income                             $   .72  $    .66      $  1.32  $  1.10
                                                                        






</TABLE>






                                -16-


<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER>1,000
       

<S>                                 <C>
<PERIOD-TYPE>                       6-MOS
<FISCAL-YEAR-END>                   DEC-31-1996
<PERIOD-END>                        Jun-30-1996
<CASH>                                 22,494
<SECURITIES>                                0
<RECEIVABLES>                         255,184
<ALLOWANCES>                                0
<INVENTORY>                           246,230
<CURRENT-ASSETS>                      530,999
<PP&E>                                521,344
<DEPRECIATION>                        280,478
<TOTAL-ASSETS>                      1,023,905
<CURRENT-LIABILITIES>                 250,617
<BONDS>                                     0
<COMMON>                               30,364
                       0
                                 0
<OTHER-SE>                            376,724
<TOTAL-LIABILITY-AND-EQUITY>        1,023,905
<SALES>                               902,694
<TOTAL-REVENUES>                      902,694
<CGS>                                 679,015
<TOTAL-COSTS>                         825,144
<OTHER-EXPENSES>                        2,601
<LOSS-PROVISION>                        1,421
<INTEREST-EXPENSE>                     10,450
<INCOME-PRETAX>                        64,499
<INCOME-TAX>                           24,187
<INCOME-CONTINUING>                    40,312
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                           40,312
<EPS-PRIMARY>                            1.32
<EPS-DILUTED>                            1.32

        




</TABLE>


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