Rule 424(b)(3) Prospectus
Sec File No. 33-59475
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 eight
persons (collectively, the "Selling Shareholders") who
acquired or will acquire shares of Common Stock
pursuant to awards under the Crane Co. Non-Employee
Director Restricted Stock Plan (the "Directors
Restricted Stock 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 the Directors Restricted Stock Plan.
Shares
Subject to
Forfeiture Maximum
Shares or Resale Shares to
Owned as Restriction be Offered
Selling of s as of Under this
Shareholder May 15, May 15, Prospectus
1997(1) 1997 (2)
Mone Anathan, 2,625 300 2,925
III
E. Thayer 11,359 300 11,659
Bigelow, Jr.
Richard S. Fort 5,715 300 6,015
Dorsey R. 3,788 300 4,088
Gardner
Jean Gaulin 3,045 300 3,345
Dwight C. 26,715 300 27,015
Minton
C. J. Queenan, 9,840 300 10,140
Jr.
Boris Yavitz 6,240 300 6,540
(1) Does not include restricted shares of Common Stock
awarded under the Directors Restricted Stock Plan
which were subject to forfeiture as of May 15,
1997..
(2) Includes restricted shares of Common Stock subject
to forfeiture or resale restrictions as of May 15,
1997 as well as shares of Common Stock previously
acquired upon lapse of restrictions (generally
five years from date of grant) in accordance with
the terms of the Directors Restricted Stock Plan.
May 15, 1997
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