<PAGE>   1
      As filed with the Securities and Exchange Commission on June 8, 1994
                                                            File No. 33-        
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                             ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             ---------------------

                        CARPENTER TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)


           DELAWARE                                 23-0458500
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

       101 WEST BERN STREET
       READING, PENNSYLVANIA                              19601
(Address of principal executive offices)               (Zip Code)

                        CARPENTER TECHNOLOGY CORPORATION
     STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES
                            (Full title of the plan)
                  -------------------------------------------
                                 JOHN R. WELTY
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                        CARPENTER TECHNOLOGY CORPORATION
                              101 WEST BERN STREET
                          READING, PENNSYLVANIA  19601
                    (Name and address of agent for service)

                                 (610) 208-2000
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
 Title of          Amount       Proposed       Proposed        Amount of
securities         to be        maximum        maximum       registration
  to be          registered     offering       aggregate         fee
registered                      price per      offering
                                share (1)      price (1)                  
- --------------------------------------------------------------------------------
<S>               <C>           <C>            <C>             <C>
Common Stock,     500,000
par value         shares (2)    $57.875        $28,937,500     $9,978
$5 per share                                                              
- --------------------------------------------------------------------------------
</TABLE>
(1)      Estimated solely for the purpose of computing the registration fee in
         accordance with paragraphs (c) and (h) of Rule 457 under the
         Securities Act of 1933 on the basis of the average of the high and low
         prices of the Common Stock of $58-1/8 and $57-5/8, respectively, as
         reported on the New York Stock Exchange-Composite Transactions Tape on
         June 3, 1994.

(2)      Also registered hereby are such additional indeterminate number of
         shares of Common Stock or other securities as may become issuable upon
         exercise of purchase rights or otherwise by reason of adjustments
         pursuant to the anti-dilution provisions of the Plan.
<PAGE>   2
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by the registrant 
pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") are incorporated hereby by reference:

         (a)      Annual Report on Form 10-K for the year ended June 30, 1993;

         (b)      Quarterly Reports on Form 10-Q for the quarters ended 
                  September 30, 1993, December 31, 1993 and March 31, 1994 and 
                  all other reports filed pursuant to Section 13(a) of the 
                  Exchange Act since June 30, 1993; and

         (c)      Description of the registrant's Common Stock contained in 
                  the registrant's Registration Statement on Form 8-B.

         In addition, all documents subsequently filed by the registrant with 
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act, prior to the filing with the Commission of a post-effective amendment 
which (i) indicates that all securities registered hereby have been sold or 
(ii) effects the deregistration of the balance of such securities then 
remaining unsold shall be deemed to be incorporated herein by reference and to 
be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 7(a) of the registrant's Restated Certificate of 
Incorporation provides for the elimination of liability of directors to the
fullest extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law (the "GCL").  Section 102(b)(7) allows a corporation in its
original certificate of

                                    - 2 -
<PAGE>   3
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under section 174
of the GCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which the director derived an improper personal benefit.

                 Article 7(b) of the registrant's Restated Certificate of
Incorporation and Article 6.4 of the registrant's By-Laws provide for
indemnification of directors, officers, employees and agents to the fullest
extent permitted by Section 145 of the GCL.  Section 145 provides that a
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise.  The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if the
person acted in good faith and in a manner believed to be in or not opposed to
the best interests of the corporation, and had no reasonable cause to believe
his/her conduct was unlawful.  A corporation may indemnify officers and
directors in actions by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the person is adjudged to be liable to the corporation.  Where an
officer or director is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify that person
against expenses actually and reasonably incurred.  Under the registrant's
By-Laws, for indemnification purposes, an employee or agent shall be deemed to
have acted in good faith only if his or her actions were within the scope of
employment as defined by an agreement with the registrant or the rules and
regulations established by the registrant or an authorized officer thereof.

                 The registrant has in effect a directors and officers
liability insurance policy which, with certain general and specific exclusions,
indemnifies each person who was, is or may hereafter





                                     - 3 -
<PAGE>   4
be a director or officer of the registrant and such person's heirs and assigns,
against any payment by an insured (except fines and penalties) in respect of
any legal liability, whether actual or asserted, arising from any claim made
against an insured by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted by the insured, in his capacity as a director or officer of the
registrant, or any of the foregoing so alleged by any claimant, or any matter
claimed against an insured solely by reason of his being or having been a
director or officer of the registrant.  The policy may be cancelled by the
insurer upon 60 days' written notice to the registrant.  To the extent that
such insurance covers liabilities arising under the Securities Act of 1933, no
waivers or undertakings are made by the registrant with respect thereto, except
as set forth in Item 9 of this Registration Statement.

                 The registrant is a party to indemnity agreements with its
officers and directors which provide indemnification to the fullest extent
permitted by law in the event the indemnitee is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in any threatened, pending or completed action,
suit or proceeding, or any inquiry or investigation, whether instituted by the
registrant or any other party, that the indemnitee in good faith believes might
lead to the institution of any such action, suit or proceeding, whether civil,
criminal, administrative, investigative or other by reason of (or arising in
part out of) any event or occurrence related to the fact that such person is or
was a director, officer, employee, agent or fiduciary of the registrant, or is
or was serving at the request of the registrant as a director, officer,
employee, trustee, agent or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise, or by reason
of anything done or not done by the indemnitee in any such capacity.  The
indemnification includes any and all expenses (including attorneys' fees),
judgments, fines, penalties and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or
in respect of such expenses, judgments, fines, penalties or amounts paid in
settlement).  However, the indemnitee is not entitled to indemnity payments or
expense advances in connection with any threatened, pending or completed
action, suit or proceeding, or any inquiry or investigation initiated by the
indemnitee unless the Board of Directors of the registrant has authorized or
consented to the initiation of such claim.  In the event of a Change in Control
(as defined in such agreements) that has not been approved by a majority of the
registrant's Board of Directors who were directors





                                     - 4 -
<PAGE>   5
immediately prior to such Change in Control, then with respect to all matters
thereafter arising concerning the rights of the indemnitee to indemnity
payments and expense advances under the indemnification agreements, any other
agreement, Certificate of Incorporation or By-Law provision in effect, the
registrant is required to seek legal advice from independent legal counsel
selected by the indemnitee and approved by the registrant (which approval shall
not be unreasonably withheld) which legal advice includes the rendering of an
opinion to the registrant and indemnitee as to whether and to what extent the
indemnitee would be permitted to be indemnified under applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Reference is made to the Exhibit Index which appears at page 9 of 
this Registration Statement for a detailed list of the exhibits filed as a
part hereof.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)     To file, during any period in which offers or sales 
are being made, a post-effective amendment to this registration statement:

                          (i)  To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933;

                         (ii)  To reflect in the prospectus any facts or 
events arising after the effective date of the registration statement (or the 
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                        (iii)  To include any material information with 
respect to the plan of distribution not previously disclosed in the 
registration statement or any material change to such information in the
registration statement;

                        Provided, however, that paragraphs (a)(1)(i) and 
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to





                                     - 5 -
<PAGE>   6
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                          (2)     That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                          (3)     To remove from registration by means of
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

                 (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                 (c)      Insofar as indemnification for liabilities under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6
hereof, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.





                                     - 6 -
<PAGE>   7
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Reading, Pennsylvania, on June 7, 1994.


                                           CARPENTER TECHNOLOGY CORPORATION


                                           By: s/ Robert W. Cardy           
                                               ------------------------------
                                               Robert W. Cardy
                                               Chairman of the Board,
                                                 President & Chief Executive
                                                 Officer

                 Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by or on behalf of the
following persons in the capacities indicated on June  7, 1994.

       Signature                                         Title
       ---------                                         -----
 s/ Robert W. Cardy                        Chairman of the Board, President 
- -----------------------------                 & Chief Executive Officer     
    Robert W. Cardy 

 s/ G. Walton Cottrell                     Senior Vice President-Finance     
- ----------------------------                    & Chief Financial Officer   
    G. Walton Cottrell                          

 s/ Edward B. Bruno                        Controller
- ----------------------------                         
    Edward B. Bruno






                                     - 7 -
<PAGE>   8

*Mylle H. Bell                                     Director
*Marcus C. Bennett                                 Director
*Dennis M. Draeger                                 Director
*C. McCollister Evarts                             Director
*Carl R. Garr                                      Director
*William J. Hudson, Jr.                            Director
*Arthur E. Humphrey                                Director
*Edward W. Kay                                     Director
*Frederick C. Langenberg                           Director
*Marlin Miller, Jr.                                Director
*Paul R. Roedel                                    Director


*By: s/ John R. Welty          
    ---------------------------
     John R. Welty,
     Attorney-in-Fact, Pursuant
       to Power of Attorney






                                     - 8 -
<PAGE>   9
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                             Sequential
                                                             Numbering
Exhibit No.          Description of Exhibit                   Page No. 
- -----------          ----------------------                  ----------
<S>                  <C>                                         <C>
4.01                 Certificate of Incorporation of             -- 
                     registrant, as amended and                     
                     restated (incorporated by                      
                     reference to Exhibit 3A to                     
                     registrant's Annual Report on                  
                     Form 10-K for year ended June                  
                     30, 1987, filed under Securities               
                     Exchange Act of 1934, as                       
                     amended).                                      
                                                                    
4.02                 By-laws of registrant, as amended           -- 
                     (incorporated by reference to                  
                     Exhibit 3B to registrant's Annual              
                     Report on Form 10-K for year ended             
                     June 30, 1990, filed under Securities          
                     Exchange Act of 1934, as amended).             
                                                                    
4.03                 Restated Rights Agreement dated as          -- 
                     of May 11, 1989 between registrant             
                     and Morgan Guaranty Trust Company of           
                     New York, as Rights Agent                      
                     (incorporated by reference to Exhibit          
                     4C to registrant's Annual Report on            
                     Form 10-K for year ended June 30,              
                     1989, filed under Securities Exchange          
                     Act of 1934, as amended).                      
                                                                    
5.01                 Opinion of Dechert Price & Rhoads as        11 
                     to legality of securities being                
                     registered.                                    
                                                                    
24.01                Consent of Coopers & Lybrand to             12 
                     incorporation of their report dated    
                     July 28, 1993 with respect to  
                     consolidated financial statements and 
                     related schedules of registrant
                     and subsidiaries at June 30, 1993 and 
                     June 30, 1992 and for each of the 
                     three years in the period ended 
                     June 30, 1993.
</TABLE>


                                    - 9 -
<PAGE>   10


<TABLE>
<CAPTION>
                                                             Sequential
                                                             Numbering
Exhibit No.          Description of Exhibit                   Page No. 
- -----------          ----------------------                  ----------
<S>                  <C>                                         <C>
24.02                Consent of Dechert Price & Rhoads           --
                     (contained in opinion filed as 
                     Exhibit 5.01 to this Registration 
                     Statement).

25.01                Powers of Attorney executed by              15
                     certain directors of registrant, 
                     authorizing execution of 
                     Registration Statement on each 
                     such director's respective behalf 
                     by persons designated therein.
</TABLE>




                                    - 10 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8. CARPENTER TECHNOLOGY CORPORATION", "secsgml_size_bytes": 22903}]
{"company-data": {"conformed-name": "CARPENTER TECHNOLOGY CORP", "cik": "0000017843", "assigned-sic": "3312", "irs-number": "230458500", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54045", "film-number": "94533479"}, "business-address": {"street1": "101 W BERN ST", "city": "READING", "state": "PA", "zip": "19612", "phone": "2152082000"}, "mail-address": {"street1": "P O BOX 14662", "city": "READING", "state": "PA", "zip": "19612-4662"}}
1
      As filed with the Securities and Exchange Commission on June 8, 1994
                                                            File No. 33-        
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                             ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             ---------------------

                        CARPENTER TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                 23-0458500
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

       101 WEST BERN STREET
       READING, PENNSYLVANIA                              19601
(Address of principal executive offices)               (Zip Code)

                        CARPENTER TECHNOLOGY CORPORATION
     STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES
                            (Full title of the plan)
                  -------------------------------------------
                                 JOHN R. WELTY
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                        CARPENTER TECHNOLOGY CORPORATION
                              101 WEST BERN STREET
                          READING, PENNSYLVANIA  19601
                    (Name and address of agent for service)

                                 (610) 208-2000
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
 Title of          Amount       Proposed       Proposed        Amount of
securities         to be        maximum        maximum       registration
  to be          registered     offering       aggregate         fee
registered                      price per      offering
                                share (1)      price (1)                  
- --------------------------------------------------------------------------------
Common Stock,     500,000
par value         shares (2)    $57.875        $28,937,500     $9,978
$5 per share                                                              
- --------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of computing the registration fee in
         accordance with paragraphs (c) and (h) of Rule 457 under the
         Securities Act of 1933 on the basis of the average of the high and low
         prices of the Common Stock of $58-1/8 and $57-5/8, respectively, as
         reported on the New York Stock Exchange-Composite Transactions Tape on
         June 3, 1994.

(2)      Also registered hereby are such additional indeterminate number of
         shares of Common Stock or other securities as may become issuable upon
         exercise of purchase rights or otherwise by reason of adjustments
         pursuant to the anti-dilution provisions of the Plan.
2
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by the registrant 
pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") are incorporated hereby by reference:

         (a)      Annual Report on Form 10-K for the year ended June 30, 1993;

         (b)      Quarterly Reports on Form 10-Q for the quarters ended 
                  September 30, 1993, December 31, 1993 and March 31, 1994 and 
                  all other reports filed pursuant to Section 13(a) of the 
                  Exchange Act since June 30, 1993; and

         (c)      Description of the registrant's Common Stock contained in 
                  the registrant's Registration Statement on Form 8-B.

         In addition, all documents subsequently filed by the registrant with 
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act, prior to the filing with the Commission of a post-effective amendment 
which (i) indicates that all securities registered hereby have been sold or 
(ii) effects the deregistration of the balance of such securities then 
remaining unsold shall be deemed to be incorporated herein by reference and to 
be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 7(a) of the registrant's Restated Certificate of 
Incorporation provides for the elimination of liability of directors to the
fullest extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law (the "GCL").  Section 102(b)(7) allows a corporation in its
original certificate of

                                    - 2 -
3
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under section 174
of the GCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which the director derived an improper personal benefit.

                 Article 7(b) of the registrant's Restated Certificate of
Incorporation and Article 6.4 of the registrant's By-Laws provide for
indemnification of directors, officers, employees and agents to the fullest
extent permitted by Section 145 of the GCL.  Section 145 provides that a
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise.  The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if the
person acted in good faith and in a manner believed to be in or not opposed to
the best interests of the corporation, and had no reasonable cause to believe
his/her conduct was unlawful.  A corporation may indemnify officers and
directors in actions by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the person is adjudged to be liable to the corporation.  Where an
officer or director is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify that person
against expenses actually and reasonably incurred.  Under the registrant's
By-Laws, for indemnification purposes, an employee or agent shall be deemed to
have acted in good faith only if his or her actions were within the scope of
employment as defined by an agreement with the registrant or the rules and
regulations established by the registrant or an authorized officer thereof.

                 The registrant has in effect a directors and officers
liability insurance policy which, with certain general and specific exclusions,
indemnifies each person who was, is or may hereafter

                                     - 3 -
4
be a director or officer of the registrant and such person's heirs and assigns,
against any payment by an insured (except fines and penalties) in respect of
any legal liability, whether actual or asserted, arising from any claim made
against an insured by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted by the insured, in his capacity as a director or officer of the
registrant, or any of the foregoing so alleged by any claimant, or any matter
claimed against an insured solely by reason of his being or having been a
director or officer of the registrant.  The policy may be cancelled by the
insurer upon 60 days' written notice to the registrant.  To the extent that
such insurance covers liabilities arising under the Securities Act of 1933, no
waivers or undertakings are made by the registrant with respect thereto, except
as set forth in Item 9 of this Registration Statement.

                 The registrant is a party to indemnity agreements with its
officers and directors which provide indemnification to the fullest extent
permitted by law in the event the indemnitee is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in any threatened, pending or completed action,
suit or proceeding, or any inquiry or investigation, whether instituted by the
registrant or any other party, that the indemnitee in good faith believes might
lead to the institution of any such action, suit or proceeding, whether civil,
criminal, administrative, investigative or other by reason of (or arising in
part out of) any event or occurrence related to the fact that such person is or
was a director, officer, employee, agent or fiduciary of the registrant, or is
or was serving at the request of the registrant as a director, officer,
employee, trustee, agent or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise, or by reason
of anything done or not done by the indemnitee in any such capacity.  The
indemnification includes any and all expenses (including attorneys' fees),
judgments, fines, penalties and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or
in respect of such expenses, judgments, fines, penalties or amounts paid in
settlement).  However, the indemnitee is not entitled to indemnity payments or
expense advances in connection with any threatened, pending or completed
action, suit or proceeding, or any inquiry or investigation initiated by the
indemnitee unless the Board of Directors of the registrant has authorized or
consented to the initiation of such claim.  In the event of a Change in Control
(as defined in such agreements) that has not been approved by a majority of the
registrant's Board of Directors who were directors

                                     - 4 -
5
immediately prior to such Change in Control, then with respect to all matters
thereafter arising concerning the rights of the indemnitee to indemnity
payments and expense advances under the indemnification agreements, any other
agreement, Certificate of Incorporation or By-Law provision in effect, the
registrant is required to seek legal advice from independent legal counsel
selected by the indemnitee and approved by the registrant (which approval shall
not be unreasonably withheld) which legal advice includes the rendering of an
opinion to the registrant and indemnitee as to whether and to what extent the
indemnitee would be permitted to be indemnified under applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Reference is made to the Exhibit Index which appears at page 9 of 
this Registration Statement for a detailed list of the exhibits filed as a
part hereof.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)     To file, during any period in which offers or sales 
are being made, a post-effective amendment to this registration statement:

                          (i)  To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933;

                         (ii)  To reflect in the prospectus any facts or 
events arising after the effective date of the registration statement (or the 
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                        (iii)  To include any material information with 
respect to the plan of distribution not previously disclosed in the 
registration statement or any material change to such information in the
registration statement;

                        Provided, however, that paragraphs (a)(1)(i) and 
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to

                                     - 5 -
6
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                          (2)     That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                          (3)     To remove from registration by means of
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

                 (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                 (c)      Insofar as indemnification for liabilities under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6
hereof, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                     - 6 -
7
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Reading, Pennsylvania, on June 7, 1994.

                                           CARPENTER TECHNOLOGY CORPORATION

                                           By: s/ Robert W. Cardy           
                                               ------------------------------
                                               Robert W. Cardy
                                               Chairman of the Board,
                                                 President & Chief Executive
                                                 Officer

                 Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by or on behalf of the
following persons in the capacities indicated on June  7, 1994.

       Signature                                         Title
       ---------                                         -----
 s/ Robert W. Cardy                        Chairman of the Board, President 
- -----------------------------                 & Chief Executive Officer     
    Robert W. Cardy 

 s/ G. Walton Cottrell                     Senior Vice President-Finance     
- ----------------------------                    & Chief Financial Officer   
    G. Walton Cottrell                          

 s/ Edward B. Bruno                        Controller
- ----------------------------                         
    Edward B. Bruno

                                     - 7 -
8

*Mylle H. Bell                                     Director
*Marcus C. Bennett                                 Director
*Dennis M. Draeger                                 Director
*C. McCollister Evarts                             Director
*Carl R. Garr                                      Director
*William J. Hudson, Jr.                            Director
*Arthur E. Humphrey                                Director
*Edward W. Kay                                     Director
*Frederick C. Langenberg                           Director
*Marlin Miller, Jr.                                Director
*Paul R. Roedel                                    Director

*By: s/ John R. Welty          
    ---------------------------
     John R. Welty,
     Attorney-in-Fact, Pursuant
       to Power of Attorney

                                     - 8 -
9
                                 EXHIBIT INDEX
Sequential
                                                             Numbering
Exhibit No.          Description of Exhibit                   Page No. 
- -----------          ----------------------                  ----------
4.01                 Certificate of Incorporation of             -- 
                     registrant, as amended and                     
                     restated (incorporated by                      
                     reference to Exhibit 3A to                     
                     registrant's Annual Report on                  
                     Form 10-K for year ended June                  
                     30, 1987, filed under Securities               
                     Exchange Act of 1934, as                       
                     amended).                                      
                                                                    
4.02                 By-laws of registrant, as amended           -- 
                     (incorporated by reference to                  
                     Exhibit 3B to registrant's Annual              
                     Report on Form 10-K for year ended             
                     June 30, 1990, filed under Securities          
                     Exchange Act of 1934, as amended).             
                                                                    
4.03                 Restated Rights Agreement dated as          -- 
                     of May 11, 1989 between registrant             
                     and Morgan Guaranty Trust Company of           
                     New York, as Rights Agent                      
                     (incorporated by reference to Exhibit          
                     4C to registrant's Annual Report on            
                     Form 10-K for year ended June 30,              
                     1989, filed under Securities Exchange          
                     Act of 1934, as amended).                      
                                                                    
5.01                 Opinion of Dechert Price & Rhoads as        11 
                     to legality of securities being                
                     registered.                                    
                                                                    
24.01                Consent of Coopers & Lybrand to             12 
                     incorporation of their report dated    
                     July 28, 1993 with respect to  
                     consolidated financial statements and 
                     related schedules of registrant
                     and subsidiaries at June 30, 1993 and 
                     June 30, 1992 and for each of the 
                     three years in the period ended 
                     June 30, 1993.
- 9 -
10
Sequential
                                                             Numbering
Exhibit No.          Description of Exhibit                   Page No. 
- -----------          ----------------------                  ----------
24.02                Consent of Dechert Price & Rhoads           --
                     (contained in opinion filed as 
                     Exhibit 5.01 to this Registration 
                     Statement).

25.01                Powers of Attorney executed by              15
                     certain directors of registrant, 
                     authorizing execution of 
                     Registration Statement on each 
                     such director's respective behalf 
                     by persons designated therein.
- 10 -