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 Out- Maximum
standing Shares to
Shares Options be
Owned as as of Offered
Selling of August 1, Under
Shareholder August 1, 1997 this
1997(1) Prospectu
s
(2)
R. S. Evans, 1,182,954. 487,500 649,470
Chairman and Chief 01
Executive Officer
L. H. Clark, 4,749.22 195,500 195,500
President and Chief
Operating Officer
R. J. Muller, Jr., 199,857.83 61,500 121,602
Executive Vice
President
A. I. duPont, Vice 260.04 42,500 42,500
President, General
Counsel & Secretary
A.D.Pantaleoni, Vice 17,890.18 47,500 52,900
President-Health,
Safety &
Environmental
R. B. Phillips, Vice 94,763.88 112,000 134,973
President-Human
Resources
D. S. Smith, Vice 20,485.55 133,000 140,218
President-Finance
and Chief Financial
Officer
M. L. Raithel, 116,635.75 95,000 162,714
Controller
G. A. Dickoff, 8,488.26 71,500 73,712
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 August 1, 1997.
(2) Includes shares of Common Stock subject to
outstanding options as of August 1, 1997 as well
as shares of Common Stock previously acquired upon
exercise of Options granted under the Stock Option
Plan.
August 1, 1997
8197SO
