CRANE CO /DE/
11-K, 1999-06-29
LUMBER, PLYWOOD, MILLWORK & WOOD PANELS
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                 SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D. C. 20549


                              FORM 11-K

                            ANNUAL REPORT


                  Pursuant to Section 15 (d) of the
                 Securities and Exchange Act of 1934

                For the year ended December 30, 1998


A.   Full title of the plan and the address of the plan if  different
     from that of the issuer named below:


               AMENDED AND RESTATED CRANE CO. SAVINGS
                         AND INVESTMENT PLAN


B.   Name of issuer of the  securities  held pursuant to the plan and
     the address of its principal executive office:


                              CRANE CO.
                      100 First Stamford Place
                     Stamford, Connecticut 06902


<PAGE>

<TABLE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN

TABLE OF CONTENTS

<S>                                               <C>

                                                   Page

INDEPENDENT AUDITORS' REPORT                             1

FINANCIAL STATEMENTS
Statements of Net Assets Available for
     Benefits as of December 30, 1998 and
     1997                                                2
Statements of Changes in Net Assets
     Available for Benefits for the years ended
     December 30, 1998 and December 30, 1997             3
Notes to Financial Statements                            4

</TABLE>

SUPPLEMENTAL  SCHEDULES  AS OF  DECEMBER  30,  1998  AND FOR THE YEAR
ENDED DECEMBER 30, 1998

Item 27a - Schedule of Assets Held for Investment Purposes

Item 27d - Schedule of Reportable Transactions



<PAGE>
INDEPENDENT AUDITORS' REPORT

Amended and Restated Crane Co. Savings and Investment Plan:

We have audited the  accompanying  statements of net assets available
for  benefits  of the  Amended  and  Restated  Crane Co.  Savings and
Investment  Plan (the "Plan") as of December  30, 1998 and 1997,  and
the  related  statements  of  changes  in net  assets  available  for
benefits for the years then ended.  These  financial  statements  are
the  responsibility of the Plan's  management.  Our responsibility is
to  express an opinion  on these  financial  statements  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally  accepted
auditing  standards.   Those  standards  require  that  we  plan  and
perform the audit to obtain  reasonable  assurance  about whether the
financial  statements  are free of  material  misstatement.  An audit
includes examining,  on a test basis, evidence supporting the amounts
and disclosures in the financial  statements.  An audit also includes
assessing the accounting  principles used and  significant  estimates
made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such financial  statements  present  fairly,  in all
material respects,  the net assets available for benefits of the Plan
at  December  30,  1998 and 1997,  and the  changes in its net assets
available  for benefits for the years then ended in  conformity  with
generally accepted accounting principles.

Our audits  were  conducted  for the purpose of forming an opinion on
the basic financial  statements  taken as a whole.  The  accompanying
supplemental  schedules of (1) assets held for investment purposes as
of December  30, 1998 and (2)  reportable  transactions  for the year
ended  December 30, 1998 are  presented for the purpose of additional
analysis  and  are  not  a  required  part  of  the  basic  financial
statements,   but  are  supplementary  information  required  by  the
Department  of  Labor's  Rules  and  Regulations  for  Reporting  and
Disclosure  under the  Employee  Retirement  Income  Security  Act of
1974.   These  schedules  are  the   responsibility   of  the  Plan's
management.  Such  schedules  have  been  subjected  to the  auditing
procedures   applied  in  our  audit  of  the  basic  1998  financial
statements  and, in our  opinion,  are fairly  stated in all material
respects  when  considered  in relation  to the basic 1998  financial
statements taken as a whole.



Deloitte & Touche LLP
Stamford, Connecticut
June 16, 1999
                                1



<PAGE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
<TABLE>

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 30, 1998 AND 1997
<S>                                        <C>             <C>

                                            1998           1997
ASSETS

INVESTMENTS, AT FAIR VALUE:
Vanguard Money Market Reserves-
Prime Portfolio                        $  8,834,639   $  7,566,856
Vanguard Retirement Savings Trust        14,720,682     12,326,840
Vanguard/Windsor II                      38,685,366     33,915,332
Crane Co. Stock Fund                     68,330,914     63,566,399
Medusa Stock Fund                             -          1,217,548
Vanguard/Wellington Fund                 13,032,583     10,075,274
Vanguard/Morgan Growth Fund               9,030,654      6,943,158
Vanguard Fixed Income Securities-
Long-Term Corporate Portfolio             3,403,946      1,854,119
Vanguard Index Trust-500 Portfolio        6,349,975      2,470,073
Vanguard/PRIMECAP Fund                    4,682,986      2,654,394
Loan Fund                                 4,572,335      3,717,641
          Total investments             171,644,080    146,307,634

RECEIVABLES:
Company contributions (Crane  Co.
Stock Fund)                                 387,142        162,878
Employee contributions                    1,045,525        882,453
Employee loan payments                      163,498        130,787
Interest and dividends                        -            104,027

           Total receivables              1,596,165      1,280,145

            Total assets                173,240,245    147,587,779

LIABILITIES

Forfeitures due Crane Co. (Crane
Co. Stock Fund)                              68,175        244,942

NET ASSETS AVAILABLE FOR BENEFITS      $173,172,070   $147,342,837


See notes to financial statements.


</TABLE>
                              2

<PAGE>


AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN

<TABLE>
STATEMENTS  OF CHANGES  IN NET ASSETS  AVAILABLE  FOR  BENEFITS  FOR THE
YEARS ENDED DECEMBER 30, 1998 AND 1997

<S>                                         <C>          <C>
- --------------------------------------------------------------
                                           1998            1997
CONTRIBUTIONS:
Employee                               $ 12,273,897   $  9,535,792
Crane Co.(Crane Co. Stock Fund)           4,524,259      3,458,814
   Total contributions                   16,798,156     12,994,606

EARNINGS ON INVESTMENTS:
Interest and dividends                    8,661,854      7,289,503
Net appreciation in fair value of
investments                               5,645,196     29,159,773
   Total earnings on investments         14,307,050     36,449,276

DISTRIBUTIONS TO PARTICIPANTS           (13,620,101)   (14,761,316)
ROLLOVERS AND TRANSFERS FROM
OTHER PLANS                               8,445,204      1,573,165
FORFEITURES (Crane Co. Stock Fund)          (68,175)      (244,942)
ADMINISTRATIVE EXPENSE AND OTHER            (32,901)       (10,031)

NET INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS                   25,829,233     36,000,758

NET ASSETS AVAILABLE FOR BENEFITS
 Beginning of period                    147,342,837    111,342,079

NET ASSETS AVAILABLE FOR BENEFITS
 End of period                         $173,172,070   $147,342,837





See notes to financial statements.

</TABLE>
                              3

<PAGE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
Notes to  Financial  Statements  For the Years Ended  December 30, 1998
and 1997
- -----------------------------------------------------------------------


1. DESCRIPTION OF THE PLAN
 The  following  is a brief  description  of the Amended  and  Restated
Crane Co.  Savings  and  Investment  Plan  ("the  Plan").  Participants
should refer to the Plan  agreement  and  amendments  for more complete
information.

A.   General  - The  Plan is a  defined  contribution  plan  covering
   certain  United States  employees of Crane Co. and its  subsidiaries
   (the  "Company").  The  Plan is  subject  to the  provisions  of the
   Employee  Retirement Income Security Act of 1974 (ERISA).  Effective
   December  30,  1997 the fiscal  year end of the Plan was  changed to
   December 30th.

B.   Plan  Amendments  - The Plan was  amended  effective  January 1,
   1997  designating  the portion of the Plan invested in Company Stock
   (consisting of (a) Contributing  Companies  matching  contributions,
   which are  invested in Company  Stock  through the Company  Matching
   Contribution  Stock  Fund  and (b)  Participants'  Deferred  Savings
   contributions  that participants have elected to invest in the Crane
   Co. Stock Fund, as an Employee Stock  Ownership  Plan, as defined in
   Section 4975 of the Internal  Revenue Code.  Effective June 1, 1997,
   employees are eligible to  participate  in the Plan on the first day
   of the month coincident with or next following their date of hire.

   C.            Administration  of the Plan - The authority to manage,
   control  and  interpret  the Plan is  vested  in the  Administrative
   Committee of the Company.  The Committee,  which is appointed by the
   Board of Directors of the Company,  appoints the Plan  Administrator
   and is the  "named  Fiduciary"  within the  meaning of the  Employee
   Retirement Income Security Act of 1974.

   D.   Participation - Subject to certain  conditions,  U.S. employees
   of Crane  Co.  and  eight of its  subsidiaries:  Huttig  Sash & Door
   Company;  Hydro-Aire,  Inc.;  Dyrotech  Industries;  Kemlite Company
   Inc.;  Cochrane  Inc.;  Crane Capital  Corp.;  Unidynamics  St.Louis
   Inc.;and Mark Controls  Corporation  (collectively,  the "Employer")
   are eligible to participate in the Plan following  completion of one
   year of service, as defined in the Plan document.  Effective June 1,
   1997,  employees  are  eligible  to  participate  in the Plan on the
   first day of the month  coincident with or next following their date
   of hire.

   E.   Contributions  and Funding Policy -  Participants  may elect to
   contribute  to the Plan from two to sixteen  percent of their annual
   compensation.  Effective  June 1, 1997,  the Plan no longer  limited
   pretax  contributions  of  non-highly  compensated  employees  to 10
   percent.   In   addition,   the   contribution   limit  for   highly
   compensated  employees,  those whose 1998  earnings  equal or exceed
   $80,000,is  7 percent.  Contributions  are  invested in  short-term,
   stock,  equity,  bond,  company stock or fixed income funds selected
   by the participant.  The Company  contributes on a matching basis an
   amount  equal to 50  percent,  of up to the first 6 percent  of each
   participant's  deferred savings, which is invested in Company common
   stock.  In accordance  with the Internal  Revenue Code,  participant
   pretax  contributions could not exceed $10,000 in 1998 and $9,500 in
   1997.

                              -4-

  <PAGE>
   F.   Expenses -  Administrative  expenses of the Plan (except  those
   associated  with the Crane Co. Stock Fund and the Medusa Stock Fund)
   are paid by the Employer.  In addition  personnel and  facilities of
   the  Employer  used  by  the  Plan  for  its  accounting  and  other
   activities  are provided at no charge to the Plan.  Commission  fees
   and  administrative  expenses  incurred by the Crane Co.  Stock Fund
   and the Medusa Stock Fund are paid by the  respective  funds through
   automatic  unit  deductions.  Participant  loan fees are paid by the
   participant through automatic deductions.

   G.   Vesting  -  Employee  contributions  are  100  percent  vested.
   Vesting for employer contributions are as follows:
   <TABLE>
     <S>                           <C>
          Years of Service      Vested Interest
      Less than 1 year               None
      1 year but fewer than 2         20%
      2 years but fewer than 3        40%
      3 years but fewer than 4        60%
      4 years but fewer than 5        80%
      5 years or more                100%
      </TABLE>

  Participants   whose  employment   terminates  by  reason  of  death,
  permanent  disability  or retirement  are fully vested.  Participants
  are fully vested upon the attainment of age sixty-five (65).

  H.  Distributions - A participant  whose  employment with the Company
  terminates  can elect to  receive  all  vested  amounts,  subject  to
  applicable  tax law. A  participant  may apply to the  Administrative
  Committee  for a  distribution  in cases of hardship.  The  Committee
  has  the  sole   discretion   to  approve  or   disapprove   hardship
  withdrawal  requests,  in accordance with the Internal  Revenue Code.
  Any part of a  participant's  Company  contribution  portion which is
  not vested at the time of  termination  of  employment  is  forfeited
  and used to reduce future Company contributions.

  I. Plan  Termination  - The  Company  expects  to  continue  the Plan
  indefinitely,   but  reserves   the  right  to  modify,   suspend  or
  terminate  the Plan at any  time,  which  includes  the right to vary
  the amount of, or to terminate,  the Company's  contributions  to the
  Plan. In the event of the Plan's  termination  or  discontinuance  of
  contributions  thereunder,   the  interest  of  each  participant  in
  benefits  accrued to such date,  to the extent then funded,  is fully
  vested  and  nonforfeitable.  Subject  to  the  requirements  of  the
  Internal  Revenue  Code,  the  Board  of  Directors  shall  thereupon
  direct  either (i) that the Trustee  continues  to hold the  accounts
  of  participants  in  accordance  with  the  provisions  of the  Plan
  without regard to such  termination  until all funds in such accounts
  have been  distributed in accordance  with such  provisions,  or (ii)
  that the  Trustee  immediately  distribute  to each  participant  all
  amounts then credited to their account as a lump sum.

   J. Tax Status - The Plan  received a  determination  letter  dated
  March 3, 1995, in which the Internal  Revenue  Service  stated that
  the Plan, as then designed,  was in compliance  with the applicable
  sections  of the  Internal  Revenue  Code  (the  "Code").  The Plan
  Administrator  believes that the Plan is currently  being  operated
  in  compliance  with  the  applicable  requirements  of  the  Code.
  Therefore,  no provision  for income taxes has been included in the
  Plan's financial statement.

                                 5

<PAGE>

  K.   Rollovers  and  Transfers  from  Other  Plans  -  Rollovers  and
  transfers  from  other  qualified  plans  are  accepted  by the Plan.
  Rollovers  and  transfers  represent  contributions  of  assets  from
  other  qualified  plans  of  companies  acquired  by  Crane  Co.  and
  participant   account   balances   of  new   employees   from   other
  non-company qualified plans.

  L.  Participant  Loan Fund - Participants  may borrow from their fund
  accounts a minimum  of $1,000 up to a maximum  equal to the lesser of
  $50,000 or 50 percent of their  account  balance.  Loan  transactions
  are treated as a transfers  between the investment  fund and the Loan
  fund.  Loan  terms  range  from 1-5  years or up to 10 years  for the
  purchase  of a  primary  residence.  The  loans  are  secured  by the
  balance  in  the  participant's  account  and  bear  interest  at the
  prevailing  prime  lending  rate on the  first  day of the Plan  year
  plus 2 percent.  Principal  and  interest  are paid  ratably  through
  regular payroll deductions.

2. SUMMARY OF ACCOUNTING POLICIES
  The  following  is  a  summary  of  the  significant  accounting  and
  reporting   policies   followed  in   preparation  of  the  financial
  statements of the Plan.

 A.Investment Funds
   The Plan  provides the  following  funds in which  participants  can
   elect to invest their Plan assets:

   Vanguard  Money Market  Reserves - Prime  Portfolio - A  diversified
   portfolio   of  money   market   instruments   such   as:   domestic
   certificates of deposit and bankers'  acceptances,  commercial paper
   rated  A1/P1  or  better,   U.S.   Treasury  and  Government  Agency
   securities  and repurchase  agreements on such  securities and up to
   50  percent  of  approved  foreign  banks net  assets in  Eurodollar
   certificates  of deposit  issued by approved  U.S.  banks and Yankee
   obligations.  The intent is to  maintain a constant  net asset value
   of $1.00 per share.

   Vanguard  Retirement  Savings  Trust - Tax-exempt  collective  trust
   invested  primarily  in  guaranteed   investment   contracts  issued
   annually by insurance  companies and commercial  banks,  and similar
   types of fixed  principal  investments.  The intent is to maintain a
   constant  net asset  value of $1.00 per  share.  Plan  assets in the
   Retirement  Savings  Trust are  recorded  at contract  value  (which
   represents  contributions  made under the  contract  plus  earnings,
   less  withdrawals  and  administrative  expenses)  because  they are
   fully benefit  responsive.  The average yield was approximately,  6%
   during  both  1998  and  1997.  The  crediting   interest  rate  was
   approximately 6% at December 30,1998 and 1997.  Generally,  the fair
   value of Plan assets  invested  approximates  contract  value.  Fair
   value of Plan assets  invested was  $14,720,682  and  $12,326,840 at
   December 30, 1998 and 1997, respectively.  According to the Trustee,
   the fair value of the Trust's assets approximated  contract value at
   December 30,1998 and 1997.

   Vanguard/Windsor  II - A diversified  portfolio of equity securities
   seeking  to provide  long-term  growth of capital  and  income.  Its
   secondary  objective  is to  provide a  reasonable  level of current
   income.

                                 6

  <PAGE>
  Crane Co. Stock Fund - Investments in common stock of Crane Co.

  Medusa  Stock  Fund - This fund was  established  for the  purpose of
  receiving the distribution of common shares of Medusa  Corporation to
  all holders of record of Crane Co.  common stock.  This  distribution
  occurred in October  1988.  Participants  were 100 percent  vested in
  the shares of Medusa  Corporation  on the date they were allocated to
  their accounts.

  Participants  may not  direct  future  contributions  into the Medusa
  Stock  Fund or  transfer  investments  into  this fund from any other
  investment  program.  Participants  may transfer all or part of their
  Medusa Stock Fund balance to any other  investment  option  presently
  being  offered.  On June 19, 1998 a merger between  Southdown,  Inc.,
  and Medusa  Corporation was approved.  Southdown  shares received for
  Medusa shares have been sold,  and  participants  that held shares in
  the Medusa  Fund  directed  the  proceeds  from the sale to the other
  investment vehicles available in the Plan.

  Vanguard/Wellington  Fund - A  diversified  portfolio  of equity  and
  fixed  income  securities  aimed  at  conserving  capital,  providing
  reasonable  levels  of  current  income  and  profits  without  undue
  risks.  Generally,  60-70  percent  of net assets  are  allocated  to
  equities and 30-40 percent to fixed income securities.

  Vanguard/Morgan  Growth Portfolio - A diversified portfolio of equity
  securities  seeking to provide long-term growth of capital;  dividend
  income is incidental.

  Vanguard Fixed Income Securities - Long-Term  Corporate Portfolio - A
  diversified portfolio of long-term  investment-grade bonds seeking to
  provide a high and  sustainable  level of current  income  consistent
  with the  maintenance  of principal  and  liquidity by investing in a
  diversified portfolio of long-term investment-grade bonds.

  Vanguard  Index  Trust  -  500  Portfolio  -  A  broadly  diversified
  portfolio of equity securities  seeking to provide investment results
  that parallel the  performance of the Standard & Poor's 500 Composite
  Stock Price Index.  Given this  objective  the  portfolio is expected
  to  provide  long-term  growth  of  capital  and  income as well as a
  reasonable level of current income.

  Vanguard/PRIMECAP   Fund  -  A   diversified   portfolio   of  equity
  securities  seeking to provide long-term growth of capital;  dividend
  income is incidental.

  The  Trustee  may,  at  its  discretion,  keep  any  portion  of  the
  above-mentioned  investment programs in cash or short-term commercial
  paper to accommodate  withdrawals and administrative  fees or deposit
  all or any part of such funds in a "General  Account" pending further
  instruction by participants.

                              7

<PAGE>
B.  Investment  Valuation -  Investments  in mutual funds are valued at
  the closing  composite  price  published for the last business day of
  the year.  The Crane Co.  Stock Fund and Medusa Stock Fund are valued
  at the quoted market price of the respective  companies.  Participant
  loans are valued at cost, which approximates fair value.

Below are the investments whose fair value  individually  represented 5
percent or more of the Plan's net assets as of  December  30,  1998 and
1997:
<TABLE>
<S>                         <C>          <C>             <C>           <C>
                                  1998                          1997
                         ------------------------   ---------------------------
                         Principal                    Principal
                          Amount($)        Market        Amount($)       Market
                         or               Value         or               Value
                         Shares/Units                Shares/Units
                         ------------------------   ---------------------------
Vanguard
Money Market Reserves-
Prime Portfolio           8,834,639   $ 8,834,639     7,566,856    $ 7,566,856
Vanguard/Windsor II       1,290,372   $38,685,366     1,190,429    $33,915,332
Vanguard
Retirement
Savings Trust           $14,720,682   $14,720,682   $12,326,840    $12,326,840
Vanguard/Wellington
Fund                        443,738   $13,032,583       343,163    $10,075,274
Vanguard/Morgan
Growth  Fund                463,586   $ 9,030,654         -              -
Crane Co. Stock Fund      1,548,050   $68,330,914     1,475,543    $63,566,399
</TABLE>


 C.    Investment  Transactions  and  Investment  Income  -  Investment
 transactions  are  accounted  for on the date  purchases  or sales are
 executed.   Dividend  income  is  accounted  for  on  the  ex-dividend
 date.  Interest  income is recorded  on the  accrual  basis as earned.
 Total  income  of each  fund is  allocated  monthly  to  participants'
 accounts  within  the  fund  based  on  the   participants'   relative
 beginning   balance.   In   accordance   with   Department   of  Labor
 requirements,   realized   and   unrealized   gains  and   losses  are
 determined  based on the fair market value of assets at the  beginning
 of the plan year.

D.   Distributions  to  Participants-  Benefit  payments  are  recorded
 when paid.

 E.    General - The  financial  statements  are prepared in conformity
 with   generally   accepted   accounting   principles   which  require
 management  to  make  estimates  and   assumptions   that  affect  the
 reported  amounts  of  assets  and  liabilities  at  the  date  of the
 financial  statements,  and the  reported  amounts  of  changes in net
 assets  available  for benefits  during the reporting  period.  Actual
 results could differ from those estimates.

3. PARTIES-IN-INTEREST
  The Plan has investments and transactions  with  parties-in-interest,
  those parties being The Vanguard  Group,  Crane Co. and  participants
  with loan balances.

                              8

<PAGE>

4. ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS
  Allocation  by  fund  of net  assets  available  for  benefits  as of
  December 30, 1998 and 1997 follows:
<TABLE>
<S>                                        <C>              <C>

                                           1998            1997
Vanguard Money Market Reserves-
Prime Portfolio                        $  8,858,787    $  7,410,071
Vanguard Retirement Savings Trust        14,878,303      12,509,399
Vanguard/Windsor II                      38,934,082      34,185,530
Crane Co. Stock Fund                     68,923,335      63,943,709
Medusa Stock Fund                             -           1,217,716
Vanguard/Wellington Fund                 13,161,933      10,197,152
Vanguard/Morgan Growth Fund               9,113,259       7,025,128
Vanguard Fixed Income Securities-
Long-Term Corporate Portfolio             3,495,043       1,887,911
Vanguard Index Trust-
500 Portfolio                             6,464,044       2,530,707
Vanguard/PRIMECAP Fund                    4,770,949       2,717,873
Loan Fund                                 4,572,335       3,717,641
                                       $173,172,070    $147,342,837
</TABLE>

5. INFORMATION RELATED TO CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
  The changes in net assets  available  for benefits by fund for the
  years  ended  December  30,  1998 and  December  30,  1997 were as
  follows:
<TABLE>
<S>                                        <C>          <C>
Employee Contributions:

                                          1998           1997
Vanguard Money Market Reserves-
Prime Portfolio                       $   724,412     $  555,759
Vanguard Retirement Savings Trust         983,775      1,099,586
Vanguard/Windsor II                     2,878,854      2,586,989
Crane Co. Stock Fund                    2,566,224      1,667,638
Vanguard/Wellington Fund                1,474,142      1,306,773
Vanguard/Morgan Growth Fund               990,196        793,306
Vanguard Fixed Income Securities-
Long-Term Corporate Portfolio             357,363        244,739
Vanguard Index Trust-
500 Portfolio                           1,260,361        652,219
Vanguard/PRIMECAP Fund                  1,038,570        628,783
                                      $12,273,897     $9,535,792
</TABLE>

                              9

<PAGE>
<TABLE>
<S>                                      <C>               <C>
Interest and Dividends:
                                         1998              1997
Vanguard Money Market Reserves-
Prime Portfolio                       $  424,598        $  430,202
Vanguard Retirement Savings Trust        775,291           729,613
Vanguard/Windsor II                    3,832,048         3,090,830
Crane Co. Stock Fund                     816,442           727,570
Medusa Stock Fund                          5,027            13,403
Vanguard/Wellington Fund               1,377,316           845,402
Vanguard/Morgan Growth Fund              685,995           934,578
Vanguard Fixed Income Securities-
Long-Term Corporate Portfolio            222,013           105,779
Vanguard Index Trust-
500 Portfolio                             77,873            46,502
Vanguard/PRIMECAP Fund                   169,213            89,406
Loan Fund                                276,038           276,218
                                      $8,661,854        $7,289,503

Net Appreciation (Depreciation)
in Fair Value of Investments:
Vanguard/Windsor II                  $ 1,912,775       $ 5,374,035
Crane Co. Stock Fund                   1,364,066        21,086,660
Medusa Stock Fund                         74,303           268,204
Vanguard/Wellington Fund                (106,862)          986,667
Vanguard/Morgan Growth Fund              856,852           598,948
Vanguard Fixed Income Securities-
Long-Term Corporate Portfolio             30,322            86,514
Vanguard Index Trust-
500 Portfolio                            899,998           406,592
Vanguard/PRIMECAP Fund                   613,742           352,153
                                      $5,645,196       $29,159,773

Distributions to Participants:
Vanguard Money Market Reserves-
Prime Portfolio                     $   (516,415)     $ (1,251,513)
Vanguard Retirement Savings Trust     (1,136,633)       (1,810,428)
Vanguard/Windsor II                   (3,649,942)       (3,213,836)
Crane Co. Stock Fund                  (5,535,194)       (6,529,552)
Medusa Stock Fund                       (170,422)         (321,203)
Vanguard/Wellington Fund                (784,231)         (603,281)
Vanguard/Morgan Growth Fund             (622,006)         (487,784)
Vanguard Fixed Income Securities-
Long-Term Corporate Portfolio           (280,936)         (221,235)
Vanguard Index Trust-
500 Portfolio                           (327,504)          (83,802)
Vanguard/PRIMECAP Fund                  (353,846)          (48,553)
Loan Fund                               (242,972)         (190,129)
                                    $(13,620,101)     $(14,761,316)
</TABLE>

                                   10

<PAGE>
<TABLE>
<S>                                       <C>            <C>
Transfer From (To) Other Funds:
                                          1998                     1997

Vanguard Money Market Reserves-
Prime Portfolio                      $   731,552       $   259,064
Vanguard Retirement Savings Trust        466,864            97,592
Vanguard/Windsor II                   (1,221,669)       (1,099,552)
Crane Co. Stock Fund                     638,255          (311,147)
Medusa Stock Fund                     (1,118,000)          (37,728)
Vanguard/Wellington Fund                (232,836)         (264,974)
Vanguard/Morgan Growth Fund             (272,783)         (255,723)
Vanguard Fixed Income Securities-
Long-Term Corporate Portfolio            638,269           147,982
Vanguard Index Trust-
500 Portfolio                            509,518           576,919
Vanguard PRIMECAP Fund                  (139,170)          887,567
                                     $     -           $     -

Rollovers and Transfers From
Other Plans:

Vanguard Money Market Reserves-
Prime Portfolio                       $  217,332        $   91,686
Vanguard Retirement Savings Trust      1,406,972           181,404
Vanguard/Windsor II                    1,167,553           426,788
Crane Co. Stock Fund                     849,030           275,118
Vanguard/Wellington Fund               1,324,543           215,585
Vanguard/Morgan Growth Fund              457,510           130,876
Vanguard Fixed Income Securities-
Long-Term Coporate Portfolio             645,498            40,376
Vanguard Index Trust-
500 Portfolio                          1,477,360           107,600
Vanguard/PRIMECAP Fund                   746,937           103,732
Loan Fund                                152,469             -
                                      $8,445,204        $1,573,165
</TABLE>

                                 11

<PAGE>




                               SIGNATURE



   Pursuant to the  requirements of the Securities  Exchange Act of
 1934,  the  Administrative  Committee  of the Amended and Restated
 Crane Co. Savings and Investment  Plan has duly caused this annual
 report to be signed by the undersigned thereunto duly authorized.



                    ADMINISTRATIVE COMMITTEE OF THE
                    AMENDED AND RESTATED CRANE CO.
                      SAVINGS AND INVESTMENT PLAN



                  D. S. Smith
                  -----------
                  D. S. Smith

                  A. I. duPont
                  ------------
                  A. I. duPont

                  J. R. Packard
                  -------------
                  J. R. Packard

                  R. A. DuBois
                  ------------
                  R. A. DuBois

                  G. A. Dickoff
                  -------------
                  G. A. Dickoff





Stamford, CT
June 28, 1999

                              12

<PAGE>

      AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
      ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                           DECEMBER 30, 1998
<TABLE>
<S>                                    <C>            <C>          <C>

                                Shares/Principal                      Current
                                    Amount($)         Cost             Value
  Identity of Issue
Vanguard Money Market
  Reserves-Prime Portfolio*           8,834,639   $  8,834,639   $  8,834,639
Vanguard Windsor II*                  1,290,372     28,537,520     38,685,366
Vanguard Retirement Savings Trust*   14,720,682     14,720,682     14,720,682
Vanguard Wellington Fund*               443,738     11,519,409     13,032,583
Vanguard Morgan Growth Fund*            463,586      7,248,953      9,030,654
Crane Co. Stock Fund*                 1,548,050     37,082,370     68,330,914
Vanguard Index Trust - 500
  Portfolio*                             55,614      5,202,921      6,349,975
Vanguard/PRIMECAP Fund*                  98,568      3,891,264      4,682,986
Vanguard Fixed Income Securities -
  Long-Term Corporate Portfolio*        361,353      3,290,749      3,403,946
Loans to Participants**                   -          4,572,335      4,572,335
                                                  $124,900,842   $171,644,080
</TABLE>



  *Represents a party-in-interest to the plan.
  **Loans  have interest rates ranging from 7.00% to
     10.50% and maturing in 1999 through 2008


                                  13



<PAGE>

      AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
            ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
          PERIOD FROM DECEMBER 31, 1997 TO DECEMBER 30, 1998
<TABLE>
 <S>                         <C>           <C>             <C>           <C>
                          Cost of Assets    Proceeds      Cost of      Net Gain
                            Purchased      from Sales   Assets Sold    or (Loss)
                          --------------   ----------   -----------    ---------
Identity of Issue

Series of Transacions

Crane Co. Stock Fund*       $13,576,360   $10,175,911   $6,662,300   $3,513,611
Vanguard Money Market
Reserves-Prime Portfolio*   $ 7,982,037   $ 6,714,255   $6,714,255        -
Vanguard/Windsor II*        $10,139,416   $ 7,282,157   $5,145,869   $2,136,288
Vanguard Retirement
Savings Trust*              $ 5,722,557   $ 3,328,715   $3,328,715        -
</TABLE>

   *Represents a party-in-interest to the plan.




                                  14



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