CRANE CO /DE/
10-Q, 1998-08-13
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, 1998

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, 1998:

          Common stock, $1.00 Par Value - 45,840,929 shares

<PAGE>
Part I - Financial Information

Item 1.  Financial Statements
<TABLE>
                     Crane Co. and Subsidiaries
                  Consolidated Statements of Income
              (In Thousands, Except Per Share Amounts)
                             (Unaudited)

<CAPTION>

                                   Three Months Ended     Six Months
Ended
                                     June 30,               June 30,
                                   1998          1997           1998
1997
<S>                           <C>      <C>      <C>       <C>
Net Sales                       $  563,399 $   518,763 $           $  
                                                   1,090,217   986,096
                                                                      
Operating Costs and Expenses:                                         
  Cost of sales                    403,838     375,794                
                                                   783,828     713,954
  Selling, general and                                                
     Administrative                 83,054      77,902                
                                                   163,227     152,716
  Depreciation & amortization       14,238      13,815                
                                                   28,519      27,179
                                   501,130     467,511                
                                                   975,574     893,849
                                                                      
Operating Profit                    62,269      51,252                
                                                   114,643     92,247
                                                                      
Other Income (Expense):                                               
  Interest income                      831         388                
                                                   1,375       1,080
  Interest expense                                                    
                                (6,334)    (5,986)   (12,274)    (11,943)
  Miscellaneous - net                              216                
                                (136)               (214)       232
                                                                      
                                (5,639)    (5,382)   (11,113)    (10,631)
                                                                      
Income Before Taxes                 56,630      45,870                
                                                   103,530     81,616
                                                                      
Provision for Income Taxes          20,073      16,648                
                                                   37,074      29,749
                                                                      
Net Income                      $  36,557 $    29,222 $           $  
                                                   66,456      51,867
                                                                      
                                                                      
Net Income Per Share:                                                 
     Basic                      $     .80  $      .64  $     1.46  $      1.14
     Diluted                          .79         .63        1.44         1.12
Average      Basic       Shares    45,701      45,767      45,646       45,678
Outstanding
Average     Diluted      Shares    46,378      46,307      46,288       46,179
Outstanding
Dividends Per Share             $    .125  $     .125  $      .25  $       .25
 
 <FN>
 
 
 
 
           See Notes to Consolidated Financial Statements
 
 </TABLE>
                                 -2-
<PAGE>
Part I - Financial Information

Item 1.  Financial Statements
<TABLE>
                     Crane Co. and Subsidiaries
           Consolidated Statements of Comprehensive Income
                           (In Thousands)
                             (Unaudited)

<CAPTION>
                                  Three Months       Six Months
                               Ended                    Ended
                                    June 30,          June 30,
                                 1998      1997    1998     1997
<S>                           <C>      <C>          <C>         <C>
Net Income                        $  36,557   $  29,222  $         $  51,867
                                                     66,456
Other comprehensive income, net                                      
of tax-
Foreign currency translation         (4,399)                          (5,245)
adjustments                                  (1,068)  (4,291
                                                     )
Comprehensive Income              $  32,158   $  28,154  $         $  46,622
                                                     62,165


<FN>
 
 
 
 
           See Notes to Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 </TABLE>
                                 -3-
<PAGE>
<TABLE>
Part I - Financial Information

Item 1. Financial Statements

                     Crane Co. and Subsidiaries
                    Consolidated Balance Sheets
                             Unaudited
              (In Thousands, Except Per Share Amounts)


<CAPTION>
                                           June 30,       December 31,
                                       1998     1997          1997

Assets
<S>                              <C>        <C>         <C>
Current Assets:

  Cash and cash equivalents     $   49,921 $    8,254  $    6,982
                                                        
  Accounts receivable                         266,326     272,262
                                 296,208
                                                        
  Inventories                                           
  Finished goods                   121,442    119,491     113,496
  Finished parts and                                    
    Subassemblies                   51,577     36,910      46,351
  Work in process                   48,157     48,606      51,345
  Raw materials                     81,679     68,147      79,892
                                   302,855    273,154     291,084
                                                        
  Other current assets              36,087     33,217      37,425
                                                        
    Total Current Assets           685,071    580,951     607,753
                                                        
Property, Plant and Equipment:                          
  Cost                             605,310    572,075     582,704
         Less       accumulated    324,458    306,798     308,947
depreciation
                                   280,852    265,277     273,757
                                                        
Other Assets                        54,622     54,510      55,114
                                                        
Intangibles                         49,911     53,312      51,907
Cost in excess of net assets                            
   Acquired                        223,262    214,748     220,563
                                $1,293,718 $1,168,798  $1,209,094

<FN>
           See Notes to Consolidated Financial Statements
</TABLE>
                             -4-
<PAGE>
<TABLE>

Part I - Financial Information

Item 1. Financial Statements

<CAPTION>
                                           June 30,           December 31,
                                         1998        1997         1997


Liabilities and Shareholders' Equity
<S>                                   <C>         <C>         <C>
Current Liabilities
 Current maturities of long-term debt  $       861  $     1,106  $       992
 Loans payable                              17,357       28,964       30,240
 Accounts payable                          138,575      124,222      122,616
 Accrued liabilities                       129,061      111,575      128,794
 U.S. and foreign taxes on income           16,477       10,160       13,170
    Total Current Liabilities              302,331      276,027      295,812
                                                                   
Long-Term Debt                             287,301      267,363      260,716
                                                                   
Deferred Income Taxes                       46,739       55,262       46,007
                                                                   
Other Liabilities                           25,608       25,365       25,618
                                                                   
Accrued Postretirement Benefits             40,841       42,908       41,838
                                                                   
Accrued Pension Liability                    6,432        6,205        6,559
                                                                   
Preferred Shares, Par Value $.01                                   
 Authorized - 5,000 Shares                    -            -            -
                                                                   
Common Shareholders' Equity:                                       
   Common   shares,par   value   $1.00      45,687       45,832       45,542
80,000,000      Shares     Authorized,
45,686,719 shares outstanding
 Capital surplus                            22,887       31,368       19,951
 Retained earnings                         536,733      431,080      483,601
 Accumulated other comprehensive                                   
   income                                  (20,841)     (12,612)     (16,550)
    Total Common Shareholders' Equity      584,466      495,668      532,544
                                       $ 1,293,718  $ 1,168,798  $ 
                                                               1,209,094
<FN>






           See Notes to Consolidated Financial Statements

</TABLE>





















                             -5-
<PAGE>
<TABLE>
Part I - Financial Information (Cont'd.)
Item 1. Financial Statements

                     Crane Co. and Subsidiaries
               Consolidated Statements of Cash Flows
                           (In Thousands)
                            (Unaudited)
<CAPTION>
                                                     Six Months Ended
                                                          June 30,
                                                       1998      1997
<S>                                                  <C>       <C>
Cash flows from Operating activities:
   Net income                                        $  66,456   $  51,867
   Depreciation                                         18,796      18,415
   Amortization                                          9,723       8,764
   Deferred taxes                                          (60)       (478)
   Cash used for operating working capital             (15,913)    (19,047)
   Other                                                (1,346)       (713)
Total provided from operating activities                77,656      58,808
Cash flows from Investing activities:                              
   Capital expenditures                                (22,877)    (21,703)
   Payments for acquisitions                           (17,640)    (24,057)
   Proceeds from divestitures                            4,276        -
   Proceeds from disposition of capital assets             824         857
Total used for investing activities                    (35,417)    (44,903)
Cash flows from Financing activities:                              
   Equity:                                                         
     Dividends paid                                    (11,423)    (11,428)
     Reacquisition of shares                            (3,884)     (8,056)
     Stock options exercised                             2,764       4,049
       Net Equity                                      (12,543)    (15,435)
   Debt:                                                           
     Proceeds from issuance of long-term debt           22,580         -
     Repayments of long-term debt                       (1,030)     (3,102)
     Net increase (decrease) in short-term debt         (8,112)      2,070
       Net Debt                                         13,438      (1,032)
Total provided from financing activities                   895     (16,467)
Effect of exchange rate on cash and cash equivalents      (195)       (763)
Increase (decrease) in cash and cash equivalents        42,939      (3,325)
Cash and cash equivalents at beginning of period         6,982      11,579
Cash and cash equivalents at end of period           $  49,921   $   8,254
Detail  of  Cash (Used for) Provided from  Operating               
Working Capital(net of effects of acquisitions):
   Accounts receivable                               $ (21,479)  $ (31,435)
   Inventories                                          (9,500)     (5,119)
   Other current assets                                 (1,548)        763
   Accounts payable                                     14,839      19,108
   Accrued liabilities                                  (1,553)     (5,627)
   U.S. and foreign taxes on income                      3,328       3,263
     Total                                           $ (15,913)  $ (19,047)
                                                                   
Supplemental disclosure of cash flow information:                  
     Interest paid                                   $  11,864   $  11,227
     Income taxes paid                                  30,202      24,460
           See Notes to Consolidated Financial Statements
<FN>
</TABLE>
                             -6-
<PAGE>
Part I - Financial Information (Cont'd.)

        Notes to Consolidated Financial Statements (Unaudited)

<TABLE>
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.

    These  interim  consolidated financial statements  should  be
    read   in   conjunction   with  the  Consolidated   Financial
    Statements and Notes to Consolidated Financial Statements  in
    the  company's Annual Report on Form 10-K for the year  ended
    December 31, 1997.

2.  Sales and operating profit by segment are as follows:

<CAPTION>
                          Three Months Ended       Six Months Ended
                               June 30,                June 30,
                           1998        1997       1998         1997
<S>                     <C>          <C>       <C>          <C>
(In thousands)

  Net Sales:
Fluid Handling           $  113,056  $  102,158  $    231,098   $    190,273
Aerospace                   100,447      85,118       194,952        167,012
Engineered Materials         64,132      58,604       125,381        114,976
Crane Controls               35,218      33,576        70,220         65,329
Merchandising Systems        49,829      50,358        96,013         92,824
Wholesale Distribution      200,882     188,241       373,330        355,142
Other                         3,670       3,442         6,876          6,396
Intersegment Elimination     (3,835)                   (7,653)        (5,856)
                                      (2,734)
     Total               $  563,399  $  518,763  $  1,090,217   $    986,096

  Operating Profit (Loss):
Fluid Handling           $    6,771   $   7,438 $    15,723  $     13,527
Aerospace                    31,261      21,895      56,532        41,693
Engineered Materials          9,694       7,582      17,245        14,696
Crane Controls                2,995       3,278       5,977         5,207
Merchandising Systems         9,675      10,127      18,411        17,868
Wholesale Distribution        7,701       6,470      12,129         9,853
Other                           157         207                       523
                                                (226)
Corporate                    (5,936)                           
                                      (5,890)   (11,136)     (11,273)
Intersegment                    (49)        145                       153
Elimination                                     (12)
     Total               $   62,269   $  51,252 $   114,643  $     92,247



</TABLE>











                             -7-
<PAGE>
Part I - Financial Information (Cont'd.)

              Notes to Consolidated Financial Statements

3.  Reclassifications
    Certain  prior  year amounts have been reclassified  to  conform
    with the 1998 presentation.

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 $48.0 million at
    June 30, 1998, $51.8 million at June 30, 1997, and $46.6 million
    at December 31, 1997.

5.  Intangibles
    Intangible  assets are amortized on a straight-line  basis  over
    their  estimated useful lives, which range form five  to  twenty
    years.   Accumulated amortization was $20.5 million at June  30,
    1998,  $16.7  million  at June 30, 1997  and  $18.5  million  at
    December 31, 1997

6.  Cost in Excess of Net Assets Acquired
    Cost in excess of net assets acquired is amortized on a straight-
    line  basis  principally  over a 15 to  40  years.   Accumulated
    amortization  was $42.1 million at June 30, 1998, $32.6  million
    at June 30, 1997 and $37.4 million at December 31, 1997.

7.  Disclosure of Accumulated Other Comprehensive Income Balances
    The  company adopted Statement of Financial Accounting Standards
    No.  130  "Reporting Comprehensive Income" on January  1,  1998.
    Comprehensive  Income  is the change in  equity  of  a  business
    enterprise  during a period from transactions and  other  events
    and  circumstances,  from  non-owner sources.  It  includes  all
    changes  in  equity during a period except those resulting  from
    investments  by owners and dispositions to owners. Activity  for
    the period is as follows:

<TABLE>
<CAPTION>
                                Foreign     Accumulated
                               Currency        Other
                                 Items     Comprehensive
                                               Income
<S>                          <C>           <C>
January 1, 1998              $(16,550)     $(16,550)
Current period change             108           108
March 31, 1998                (16,442)      (16,442)
Current period change          (4,399)       (4,399)
June 30, 1998                $(20,841)     $(20,841)

</TABLE>








                                 -8-
<PAGE>
Part I - Financial Information (Cont'd)

Item 2.  Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
              Three Months Ended June 30, 1998 and 1997

This  10Q  may  contain forward-looking statements as defined  by  the
Private  Securities Litigation Reform Act of 1995.   These  statements
present  management's  expectations,  beliefs,  plans  and  objectives
regarding  future financial performance, and assumptions or  judgments
concerning such performance.  Any discussions contained in  this  10Q,
except  to the extent that they contain historical facts, are forward-
looking and accordingly involve estimates, assumptions, judgments  and
uncertainties.  There are a number of factors that could cause  actual
results or outcomes to differ materially from those addressed  in  the
forward-looking  statements.   Such  factors  are  detailed   in   the
Company's  Annual  Report  on Form 10-K  for  the  fiscal  year  ended
December 31, 1997 filed with the Securities and Exchange Commission

Results From Operations:

Second Quarter of 1998 Compared to Second Quarter of 1997:

Net income for the quarter ended June 30, 1998 set a second quarter
record, rising 25% to $36.6 million, or $.79 per diluted share
outstanding, from the $29.2 million or $.63 per diluted share
reported for the 1997 second quarter.  Operating profit for the
second quarter increased 21% to $62.3 million on a sales increase of
9% to $563.4 million.  Operating margins for the quarter improved to
11.1% of sales from 9.9% in 1997.  Cash flow (net income plus
depreciation and amortization) per diluted share increased 18% for
the quarter to $1.10 per diluted share.

Fluid Handling sales rose 11% to $113.1 million from the prior year.
Sales increases from the acquisition of Stockham Valves in late 1997
and Environmental Products in 1998 were partially offset by weakness
in cast steel valve demand, lower revenues at Crane Nuclear, and a
delay in water treatment project orders at Cochrane. These factors
and delays in integrating the Stockham bronze and iron valve
business resulted in the operating profit decrease of 9% from 1997
and the operating margin of 6.0%.  Operating margins for quarter
turn valves nuclear valves and the pump business remained strong.
Backlog increased by $20 million over 1997 primarily as a result of
the Stockham acquisition in December 1997.

Aerospace sales increased $15.3 million or 18% in the quarter with
all businesses benefiting from strong demand from the airline
industry.  Operating profit increased 43% as Hydro-Aire and ELDEC
benefited from higher aircraft production and higher aftermarket
shipments as a result of airline utilization rates. Interpoint also
achieved higher sales and significantly improved operating margins.
Lear Romec results were impacted by a 17 day strike in May.
Aerospace operating margins improved to 31.1% compared to 25.7% in
the second quarter of 1997.  Order backlog totaled $308 million, an
increase of $11 million from year-end and up $18 million from the
prior year.



                              -9-
<PAGE>
Part I - Financial Information (Cont'd)

Item 2.  Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
              Three Months Ended June 30, 1998 and 1997

Engineered Materials sales increased $5.5 million or 9% while
operating profit increased $2.1 million or 28%.  Kemlite and Cor Tec
posted increases in sales of 12% and 43%, respectively, due to
strong market demand and high market share.  Resistoflex sales and
operating profit increased slightly from the second quarter of 1997
despite weak domestic project orders.  In June, Kemlite started
production on its new wide panel line in Jonesboro, AR, effectively
doubling its capacity to serve the recreational vehicle market where
it is the industry leader.  1998 backlog increased $5 million (20%)
over 1997, with all units except Crane Plumbing showing strong
gains.

Crane Controls sales were up 5% as Azonix's continued penetration of
the hazardous environment market and a sales increase of 4% at
Barksdale offset weaker sales performance at Powers Process, Dynalco
and Ferguson.  The resultant margin improvement at Azonix was
insufficient to offset the unfavorable operating profit comparisons
in the other businesses.

Merchandising Systems sales and operating profit declined but
operating margins remained strong at 19.4% of sales.  National
Vendors shipments were up slightly from the second quarter of 1997,
but operating margins declined as National Vendors incurred
unusually high legal and warranty costs in the quarter which
exceeded the prior year level by $.8 million.  NRI's sales were off
slightly in dollar terms due to a weak German currency, but
operating profit and margins improved as a result of productivity
gains and material cost reductions. The order backlog increased to
$19 million, up 16% from the prior year level.

Wholesale Distribution operating profit increased to $7.7 million or
19% on a sales increase of $12.6 million or 7%.  Huttig increased
sales by 13% and operating profit by 17%.  Crane Supply's operating
profit increased 21% on a sales increase of 6%.  These gains more
than offset the revenue loss from the sale of Valve Systems and
Controls in the fourth quarter of 1997.

In  the  first  week  of  July, the company  purchased  Consolidated
Lumber, a wholesale distributor of lumber and millwork products with
1997  sales  of  $70 million, for $41 million.  Consolidated  Lumber
will be integrated with Huttig.

On  August 7, 1998 the company acquired Sequentia Holdings, Inc.,  a
manufacturer  of  fiberglass reinforced panels for construction  and
building  product  applications,  for  approximately  $120  million.
Sequentia,  with  1997  sales  of  $80  million,  has  manufacturing
facilities  in  Grand  Junction, TN and  Houston,  TX  and  will  be
integrated with Kemlite.








                               -10-
<PAGE>
Part I - Financial Information (Cont'd)

Item 2.  Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
              Three Months Ended June 30, 1998 and 1997

On  August  12,  1998 the company announced a merger agreement  with
Liberty Technologies (publicly listed NASDAQ: LIBT), providing for a
cash offer of $3.50 for all 5,013,233 shares outstanding.  The offer
is  conditioned upon, among other things, there being  tendered  and
not  withdrawn  at  least  a  majority of  the  outstanding  shares.
Liberty, which had sales of $8.4 million in the first six months  of
1998,   provides  valve,  motor,  engine  and  compressor  condition
monitoring products and related services to customers in the nuclear
power generation and industrial process markets worldwide.


Item 2.  Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
               Six Months Ended June 30, 1998 and 1997

Six  Months  Ended  June  30,  1998 Compared  to  Six  Months  Ended
June 30, 1997

For  the six months ended June 30, 1998, net income increased  28%  to
$66.5 million, or $1.44 per diluted share, from the $51.9 million,  or
$1.12  per  diluted  share, in the comparable 1997 period.   Operating
profit  for the six months increased 24% to $114.6 million on a  sales
increase of 11% to $1.1 billion.

Fluid Handling sales rose 22% to $231.1 million from the prior year.
The sales increase was due to the acquisition of Stockham Valves in
late 1997, Environmental Products in 1998 and higher quarter turn
valve and pump shipments.  Operating profit increased 16% from 1997
on the higher revenues.  Operating margin declined to 6.8% of sales
compared to 7.1% in 1997 due principally to lower margins on cast
steel valves.  Backlog increased by $20 million over 1997 primarily
as a result of the Stockham acquisition in December 1997.

Aerospace  sales increased $27.9 million or 17% with all  businesses
benefiting from higher aircraft production and aftermarket shipments
as  a  result of airline utilization rates.  Lear Romec results were
negatively effected by a 17 day strike in May.  Aerospace  operating
margins  improved to 29.0% compared to 25.0% in 1997.  Order backlog
totaled  $308 million, an increase of $11 million from year-end  and
up $18 million from the prior year.

Engineered Materials sales increased $10.4 million or 9% while
operating profit increased $2.5 million or 17%.  Kemlite and Cor Tec
posted increases in sales of 18% and 33%, respectively, due to
strong market demand and high market share.  Resistoflex sales and
operating profit decreased due to weak U.S. and Asian project
orders.  Operating margins improved to 13.8% of sales in 1998
compared to 12.8% in 1997.  1998 backlog increased $5 million (20%)
over 1997.



                         -11-
<PAGE>
Part I - Financial Information (Cont'd)

Item 2.  Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
               Six Months Ended June 30, 1998 and 1997

Crane Controls sales were up $4.9 million or 8% while operating
profit increased 15% and operating profit margins improved to 8.5%
versus 8.0% in 1997.  The improvement was primarily due to Azonix,
which continued its penetration of the hazardous environment market.

Merchandising Systems sales and operating profit increased 3%.  The
increases were due to higher vending merchandiser distribution sales
and market share gain in the U.K. at National Vendors.  This was
partially offset by weaker coin validator revenues at NRI, where
sales and operating profit were lower in dollar terms due to the
weak German currency and customer order delays.  Operating margins
of 19.2% equaled the prior year level.  The order backlog increased
to $19 million, up 16% from the prior year level.

Wholesale Distribution operating profit increased to $12.1 million
or 23% on a sales increase of $18.2 million or 5%.  The acquisitions
of Mallco in July 1997 and Number One Supply in June, 1998 helped
Huttig increase sales by 12% and operating profit by 28%.  Crane
Supply's operating profit increased 12% on a sales increase of 4%.
These gains more than offset the revenue loss from the sale of Valve
Systems and Controls in the fourth quarter of 1997.  Operating
margins improved to 3.2% of sales versus 2.8% in 1997.

Net  interest expense for the quarter and six months ended June  30,
1998 was in line with the prior year's quarter and six months.

The  effective tax rate decreased to 35.8% for the six months  ended
June 30, 1998 as opposed to 36.4% at June 30, 1997.

Liquidity and Capital Resources:
During the six months of 1998 the company generated $77.7 million of
cash from operating activities, compared to $58.8 million in 1997.

Net  debt  totaled 30.4 percent of capital at June 30, 1998 compared
to  36.8%  in 1997.  The current ratio was 2.3 with working  capital
totaling $382.7 million at June 30, 1998 compared to $304.9  million
at  June  30,  1997.  The company had unused credit  lines  of  $426
million at June 30, 1998.

During  the  second quarter, Moody's Investor Service  raised  their
debt  rating  on the company's senior unsecured debt  to  Baa1  from
Baa2.










                             -12-
<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.
     The following proceeding is not considered by the company to be
material  to  its  business or financial condition and  is  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.
     In  a  letter dated October 15, 1992 the office of the Attorney
General of the State of Ohio advised Cor Tec, a division of Dyrotech
Industries,  Inc.  which is a subsidiary of the  company,  that  Cor
Tec's  plant facility in Washington Court House, Ohio, had  operated
numerous air contaminant sources in its manufacturing process  which
emitted  air  pollutants for an extended period of time without  the
required  state  permits and in some instances in amounts  exceeding
the  limits  allegedly  allowed under applicable  rules.   The  Ohio
Attorney  General's  office also alleged  that  certain  contaminant
sources  at  the  Cor Tec facility were installed without  obtaining
permits  to  install.   The  main air  contaminant  in  question  is
styrene,  a  volatile  organic compound that  is  alleged  to  be  a
carcinogen.   On  March  4,  1993  the  Attorney  General's   office
representing the Ohio EPA, proposed that Cor Tec and the company
sign  a Consent Decree which would include general injunctive relief
and  civil  penalties in the amount of $4.6 million  which  Cor  Tec
refused to do.  On February 21, 1997, the Attorney General's  office
on  behalf of the Ohio EPA commenced a civil action against Cor  Tec
in  the  Court  of Common Pleas, Fayette County, Ohio (the  "Fayette
County  Action")  alleging  among other things,  failure  to  obtain
various  permits to install and operate sources of contaminants  and
also  alleging violation of air emission standards, for  the  period
1974  to  1993.   Penalties for $25,000 per  day  for  each  day  of
violation were demanded in the Complaint.
     On June 10, 1998 Cortec and the Company signed a Consent Decree
which  dismissed the Fayette County Action.  Pursuant to the Consent
Decree,  Cortec agreed to pay a total of $350,000 to  the  State  of
Ohio  as a civil penalty to settle the Action, without admitting  or
denying  liability.  As part of the overall settlement,  the  Agency
agreed  to review an application from CorTec for a facility-specific
rule  or other modifications of CorTec's permit conditions to  allow
greater flexibility in future operations.

Item 6.   Exhibits and Reports on Form 8-K

        11.Computation  of  earnings  per  share   for   the
        quarters June 30, 1998 and 1997.

        27.Article 5 of Regulation S-X Financial Data Schedule
           for the second quarter.





                             -13-
<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 13, 1998                   By /s/       D.S. Smith
                                           D.S. SMITH
                                     Vice President-Finance
                                     and Chief Financial Officer





Date August 13, 1998                   By /s/       M.L. Raithel
                                           M.L. RAITHEL
                                            Controller










                             -14-
<PAGE>
<TABLE>
                     Crane Co. and Subsidiaries
                      Exhibit 11 to Form 10-Q
             Computation of Net Income per Common Share
         Three and Six Months Ended June 30, 1998 and 1997
              (In Thousands, Except Per Share Amounts)

<CAPTION>
                                     Three Months          Six Months
                                   Ended                Ended
                                        June 30,             June 30,
                                     1998       1997      1998     1997
  <S>                              <C>        <C>       <C>       <C>



 Basic Net Income Per Share:                                            
                                                                        
   Net income                      $  36,557   $  29,222   $  66,456  $  51,867
                                                                         
       Average    basic     shares    45,701       45,767      45,646     45,678
 outstanding
                                                                         
   Basic Net Income per share      $     .80   $     .64   $    1.46  $    1.14
                                                                         
                                                                         
 Diluted Net Income Per Share:                                           
                                                                         
   Net income                      $  36,557   $  29,222   $  66,456  $  51,867
                                                                         
                                                                         
       Average    basic     shares    45,701       45,767      45,646     45,678
 outstanding
                                                                         
                                                                         
    Add  diluted effect  of  stock       677          540         642        501
 options
                                                                         
                                                                         
      Average    diluted    shares    46,378       46,307      46,288     46,179
 outstanding
                                                                         
   Diluted Net Income per share    $     .79   $     .63   $    1.44  $    1.12

</TABLE>


                                -15-


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER>1,000
       

<S>                           <C>
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>             DEC-31-1998
<PERIOD-END>                  Jun-30-1998
<CASH>                           49,921
<SECURITIES>                          0
<RECEIVABLES>                   296,208
<ALLOWANCES>                          0
<INVENTORY>                     302,855
<CURRENT-ASSETS>                685,071
<PP&E>                          605,310
<DEPRECIATION>                  324,458
<TOTAL-ASSETS>                1,293,718
<CURRENT-LIABILITIES>           302,331
<BONDS>                         287,301
<COMMON>                         45,687
                 0
                           0
<OTHER-SE>                      538,779
<TOTAL-LIABILITY-AND-EQUITY>  1,293,718
<SALES>                         563,399
<TOTAL-REVENUES>                563,399
<CGS>                           403,838
<TOTAL-COSTS>                   501,130
<OTHER-EXPENSES>                   (136)
<LOSS-PROVISION>                      0
<INTEREST-EXPENSE>                5,503
<INCOME-PRETAX>                  56,630
<INCOME-TAX>                     20,073
<INCOME-CONTINUING>              36,557
<DISCONTINUED>                        0
<EXTRAORDINARY>                       0
<CHANGES>                             0
<NET-INCOME>                     36,557
<EPS-PRIMARY>                       .80
<EPS-DILUTED>                       .79


        

</TABLE>


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