Rule 424(b)(3) Prospectus
Sec File No. 33-36735
Supplement to Prospectus dated June 24, 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. Restricted Stock Award Plan
(the "Restricted Stock Award 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 granted to
them under the Restricted Stock Award Plan.
Restricte
d Shares
Shares Subject Maximum
Owned as to Shares to
of Forfeitur be Offered
Selling July 1, e as of Under this
Shareholder 1997(1) July 1, Prospectus
1997 (2)
R. S. Evans, 1,182,954 425,994 913,465
Chairman and .01
Chief Executive
Officer
L. H. Clark, 4,749.22 140,861 144,350
President and
Chief Operating
Officer
R. J. Muller, 199,857.8 48,406 173,028
Jr., Executive 3
Vice President
A. I. duPont, 260.04 30,300 30,300
Vice President,
General Counsel
& Secretary
A. D. 17,890.18 18,627 26,250
Pantaleoni, Vice
President-
Health, Safety &
Environmental
R. B. Phillips, 94,763.88 24,553 87,000
Vice President-
Human Resources
D. S. Smith, 20,485.55 95,717 107,700
Vice President-
Finance and
Chief Financial
Officer
M. L. Raithel, 116,635.7 41,506 105,635
Controller 5
G. A. Dickoff 8,488.26 22,905 27,300
Treasurer
(1) Does not include restricted shares of Common Stock
awarded under the Crane Co. Restricted Stock Award
Plan which were not vested as of July 1, 1997.
(2) Includes restricted shares of Common Stock subject
to forfeiture as of July 1, 1997 as well as
shares of Common Stock previously acquired upon
lapse of restrictions in accordance with the terms
of the Restricted Stock Plan.
July 1, 1997
7197RS
