<PAGE>
 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES
                      ACT OF 1933
                           
                           
                           
                           
                           
                       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 offices  (zip code)
                           
   ELDEC CORPORATION DEFERRED INCOME PLAN AND TRUST
                Full title of the plan
                           
Augustus I. duPont, Vice President, General Counsel and
                       Secretary
  Crane Co., 100 First Stamford Place, Stamford, CT.
                         06902
                           
         Name and address of agent for service
                           
                     203-363-7300
         Telephone number of agent for service
                           
               CALCULATION OF REGISTRATION FEE
_____________________________________________________

Title of              Proposed
Proposed              Maximum   Maximum
Securities Amount       Offering  Aggregate Amount of
to be      to be      Price per Offering  Registration
Registered Registered Share(1)  Price     Fee (1)
_____________________________________________________
Common     100,000 shs.$45.81  $4,581,000 $1,580
Stock par
value $1.00
Per Share
-Interests
in the Plan
(2)____________________________________________________


(1)   Pursuant to Rule 457(c) and (h) under the
      Securities Act of 1993 the registration fee is
      calculated on the basis of the average of the
      high and low prices as reported on the New York
      Stock Exchange-Consolidated Trading on November
      20, 1996.
      

(2)  Pursuant to Rule 416(c) under the Securities Act
     of 1993, this Registration Statement also covers
     an indeterminate amount of interests in the ELDEC
     Corporation Deferred Income Plan and Trust.
     
<PAGE>

PART II

Information Required in the Registration Statement

Item. 3.  Incorporation of Documents by Reference.

     The following documents filed by Crane Co. (the
"Company") with the Securities and Exchange Commission
(the "Commission) are incorporated by reference into
this Registration Statement:

     1.  The Company's Annual Report on Form 10-K,
filed with the Commission for the fiscal year ended
December 31, 1995 (No. 1-1657).

     2.  The Company's Quarterly Reports on Form 10-Q,
filed with the Commission for the quarterly periods
ended March 31, June 30 and September 30, 1996 (No. 1-
1657).

     3.  The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A filed under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
including all amendments and reports updating such
description.  Reference is also made to the description
of Crane Co. common stock set forth in Crane Co.'s
Registration Statement on Form S-4 (Reg. No. 333-11707)
filed on September 10, 1996.

     All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this
Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement
which indicates that all securities offered by this
Registration Statement have been sold or which
deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into
this Registration Statement.  Each document
incorporated by reference into this Registration
Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of
such document with the Commission until the information
contained therein is superseded or updated by any
subsequently filed document which is incorporated by
reference into this Registration  Statement or by any
document which constitutes part of the prospectus
relating to the ELDEC Corporation Deferred Income Plan
and Trust (the "Plan") meeting the requirements of
Section 10(a) of the Securities Act of 1933, as amended
(the "Securities Act").

Item 4.  Description of Securities

     The class of securities to be offered under this
Registration Statement is registered under Section
12(b) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.



<PAGE>
     No opinion regarding the legality of the Common
Stock to which this Registration Statement relates has
been furnished because the Common Stock to be purchased
under the Plan will be purchased in the open market or
out of the Company's treasury shares.

Item 6.  Indemnification of Directors and Officers.

     Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL") permits a Delaware
corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory
limitations, the liability of a director to the
corporation or its stockholders for monetary damages
for breaches of fiduciary duty, except for liability
(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 DGCL or (iv) for any
transaction from which the director derived an improper
personal benefit.  Article IX of the Company's
Certificate of Incorporation provides that the personal
liability of directors of the Company is eliminated to
the fullest extent permitted by Section 102(b)(7) of
the DGCL.

     Under Section 145 of the DGCL, a corporation has
the power to indemnify directors and officers under
certain prescribed circumstances and, subject to
certain limitations, against certain costs and
expenses, including attorneys' fees, actually and
reasonably incurred in connection with any action, suit
or proceeding, whether civil, criminal, administrative
or
investigative, to which any of them is a party by
reason of his being a director or officer of the
corporation if it is determined that he acted in
accordance with the applicable
standard of conduct set forth in such statutory
provision.  Article X of the Company's By-Laws provides
that the Company will indemnify any person who was or
is a party or a witness or is threatened to be made a
party or a witness to any threatened, pending or
completed action, suit or proceeding by reason of the
fact that he is or was an authorized representative of
the Company, against all expenses (including attorneys'
fees and disbursements), judgments, fines (including
excise taxes and penalties) and amounts paid in
settlement actually and reasonably incurred by such
person in connection with such action, suit or
proceeding.  Article X further permits the Company to
maintain insurance on behalf of any such person against
any liability asserted against such person and incurred
by such person in any such capacity or arising out of
his status as such, whether or not the Company would
have the power to indemnify such person against such
liability under the DGCL.

     The Company maintains standard policies of
insurance under which coverage is provided (a) to its
directors and officers against loss arising from claims
made by reason of breach of duty or other wrongful act
and (b) to the Company with respect to payments which
may be made by the Company to such officers and
directors pursuant to the above indemnification
provisions or otherwise as a matter of law.
<PAGE>
     The Company has entered into agreements with each
of its directors and officers pursuant to which the
Company has agreed to indemnify such directors and
officers, and to advance expenses in connection
therewith, to the fullest extent permitted by law, and
to maintain directors' and officers' liability
insurance on behalf of such indemnified persons unless,
in the business judgment of the Board of Director of
the Company, the premium cost for such insurance is
substantially disproportionate to the amount of
coverage or the coverage is so limited by exclusions
that there is insufficient benefit from such insurance.
The agreements further provide that, if indemnification
is not available, then in any case in which the Company
is jointly liable with the indemnified person the
Company will contribute to the fullest extent permitted
by law to the amount of expenses, judgments, fines and
settlements paid or payable by the indemnified person
in such proportion as
is appropriate to reflect the relative benefits
received and the relative fault of, the Company and the
indemnified person.  Such rights cannot be modified,
except as required by law, by any change in the
Company's Certificate of Incorporation or By-Laws.

Item 7.  Exemption from Registration Claimed.

      Not Applicable

Item 8.  Exhibits.

     The following exhibits are filed herewith or
incorporated by reference as part of this Registration
Statement:

EXHIBI  DESCRIPTION
T NO.
        
4.1     The Certificate of Incorporation of the
        Company, as amended through May 7, 1987
        (incorporated by reference to Exhibit D
        to the Company's Annual Report on Form 10-
        K for the fiscal year ended December 31,
        1987 -- Commission File No. 1-1657)
        
4.2     The By-Laws of the Company, as amended
        through December 5, 1994 (incorporated by
        reference to Exhibit A to the Company's
        Annual Report on Form 10-K for the fiscal
        year ended December 31, 1995 --
        Commission File No. 1-1657)
        
4.3     ELDEC Corporation Deferred Income Plan
        and Trust, as amended through July 1,
        1996
        
23.1    Consent of Deloitte & Touche LLP,
        independent public accountants
        
24.1    Power of Attorney (set forth on the
        signature page of this Registration
        Statement)
        

<PAGE>
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;

          (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;

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 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 a
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 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.

                         * * *
                           
      (h)  Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as
<PAGE>
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.
<PAGE>
                     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 Stamford, State of Connecticut on the 20th day
of November, 1996.

CRANE CO.

By:/s/R. S. Evans
R. S. Evans
Chairman of the Board and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Augustus I. duPont and Thomas J. Ungerland, and each of
them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and revocation for him
in his name, place and stead in any and all capacities,
to sign any and all amendments (including post-
effective amendments) to this Registration Statement
and to file the same with all exhibits thereto, and
other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every
act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

<PAGE>

      Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement
has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE              TITLE             DATE

/s/R. S. Evans    Chairman of     November 20,
R. S. Evans       the Board and   1996
                  Chief
                  Executive
                  Officer and a
                  Director
/s/D.S. Smith     Vice President  November 20,
D. S. Smith       Finance and     1996
                  Chief
                  Financial
                  Officer
/s/M. L. Raithel  Controller and  November 20,
M. L. Raithel     Principal       1996
                  Accounting
                  Officer
/s/M. Anathan,    Director        November 20,
III                               1996
M. Anathan, III
/s/E. T. Bigelow, Director        November 20,
Jr.                               1996
E. T. Bigelow,
Jr.
/s/R. S. Forte'   Director        November 20,
R. S. Forte'                      1996
/s/D. R. Gardner  Director        November 20,
D. R. Gardner                     1996
/s/J. Gaulin      Director        November 20,
J. Gaulin                         1996
/s/D. C. Minton   Director        November 20,
D. C. Minton                      1996
/s/C. J. Queenan, Director        November 20,
Jr.                               1996
C. J. Queenan
/s/B. Yavitz      Director        November 20,
B. Yavitz                         1996

<PAGE
                EXHIBIT INDEX

EXHIBI DESCRIPTION                        Sequen-
T NO.                                     tial
                                          Page
                                          No.
                                          
4.1    The Certificate of Incorporation   --
       of the Company, as amended
       through May 7, 1987 (incorporated
       by reference to Exhibit D to the
       Company's Annual Report on Form
       10-K for the fiscal year ended
       December 31, 1987 -- Commission
       File No. 1-1657)
       
4.2    The By-Laws of the Company, as     --
       amended through December 5, 1994
       (incorporated by reference to
       Exhibit A to the Company Annual
       Report on Form 10-K for the
       fiscal year ended December
       31,1995 -- Commission File No. 1-
       1657)
       
4.3    ELDEC Corporation Deferred Income  
       Plan and Trust, as amended
       through July 1, 1996
       
23.1   Consent of Deloitte & Touche LLP,  
       independent public accountants
       
24.1   Power of Attorney (set forth on    
       the signature page of this
       Registration Statement)
       

<PAGE>                    EXHIBIT 4.3

                       ELDEC CORPORATION
                 DEFERRED INCOME PLAN AND TRUST




     THIS AGREEMENT is made and entered into at
Lynnwood, Washington, this ____ day of ____________,
1996, by and between ELDEC CORPORATION, a Washington
corporation having its principal place of business at
Lynnwood, Washington, hereinafter called the
"Employer," and U.S. TRUST COMPANY OF THE PACIFIC
NORTHWEST, its successor or successors, hereinafter
called "Trustee" of Plan assets other than assets
comprised of Participant loans, and DAVID NEILS, his
successor and successors, hereinafter called "Trustee"
of only those Plan assets comprised of Participant
loans.

     WHEREAS, on January 1, 1985, the Employer
established for the exclusive benefit of its Employees
eligible to participate, and their beneficiaries, an
Internal Revenue Code Section 401(k) profit sharing
plan; and

     WHEREAS, the Board of Directors of the Employer
amended and restated the Plan and Trust in order to
comply with the Tax Reform Act of 1986, and effective
January 1, 1991, to add Employer matching
contributions;

     WHEREAS, the Board of Directors of the Employer
has now decided to amend and restate the Plan and Trust
effective January 1, 1996 in order to amend the Plan
eligibility requirement, the definition of Compensation
for contribution purposes, the Plan Fund and investment
of Trust Fund provisions, and to provide that post-1995
Employer matching contributions will be made in cash or
shares of Crane Co. stock;

     NOW, THEREFORE, it is agreed that the Plan shall
be amended and restated in its entirety, effective as
of January 1, 1996 as follows:

                           ARTICLE I
                              Name

     The Plan and Trust shall be known as the ELDEC
Corporation Deferred Income Plan and Trust (the
"Plan").  This amended and restated Plan controls the
rights of all Participants who accrue benefits
hereunder on or after January 1, 1996.  The rights of
persons who received Plan benefits prior to January 1,
1996, or persons who terminated employment with the
Employer before January 1, 1996 with a vested Accrued
Benefit, are controlled by the terms of the Plan in
existence prior to January 1, 1996 and by only those
terms of this Plan that relate to required Tax Reform
Act of 1986 changes which are effective prior to
January 1, 1996 and which apply to persons who
terminated employment or received Plan benefits prior
to January 1, 1996.

                           ARTICLE II
                          Definitions

     A.   "Accrued Benefit" means the balance of a
Participant's accounts at any time.
<PAGE>
     B.   "Affiliated Employer" means any corporation
which, along with ELDEC Corporation, is a member of a
controlled group of trades or businesses, and which
shall hereafter adopt this Plan and Trust by
appropriate agreement.  An Affiliated Employer shall be
treated as an Employer in applying the terms of this
Plan, except that in applying the terms of Articles X
and XVIII, only ELDEC Corporation's Board of Directors
has the right to appoint the Plan Administrative
Committee and to amend and terminate the Plan.

     C.   "Anniversary Date" means the last day of each
Plan Year.

     D.   "Board" means the Employer's Board of
Directors.

     E.   "Code" means the Internal Revenue Code of
1986, as amended from time to time.

     F.   "Committee" means the Administrative
Committee appointed by the Board.

     G.   "Compensation" means an Employee's total
salary, wages, overtime, lump sum merit increases,
commissions and bonuses from the Employer before any
deferral of income pursuant to Paragraph A of
Article IV and before any salary reductions to the
Employer's Internal Revenue Code Section 125 flexible
benefits plan, if any, but excluding severance pay,
moving expenses, hiring bonuses, performance awards,
Employer contributions hereunder pursuant to
Paragraph B of Article IV, Employer contributions to
the ELDEC Corporation Retirement Plan, and payments by
the Employer (other than Section 125 contributions) on
account of medical, disability and life insurance.

     For purposes of the Code Section 415 limitations
on contributions and benefits (Article V, Paragraph C
hereof) and the Code Section 416 top heavy requirements
(Articles XIX and XX hereof), "Compensation" means
wages, salaries, fees for professional services and
other amounts received (without regard to whether or
not an amount is paid in cash) for personal services
actually rendered in the course of employment with the
Employer maintaining the Plan to the extent that the
amounts are includable in gross income (including, but
not limited to, commissions paid salesmen, compensation
for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses,
fringe benefits, reimbursements and expense
allowances).  Such compensation does not include:

          1.   Contributions to a plan of deferred
compensation which are not includable in the Employee's
gross income for the taxable year in which contributed;

          2.   Employer contributions to a simplified
employee
<PAGE>
pension described in Section 408(k) of the Code to the
extent deductible by the Employee;

          3.   Distributions from a plan of deferred
compensation regardless of whether such amounts are
includable in gross income
when distributed (except that amounts paid to an
Employee under an unfunded nonqualified plan of
deferred compensation will be considered as
compensation for Code Sections 415 and 416 in the year
such amounts are includable in gross income);

          4.   Amounts realized from the exercise of a
nonqualified stock option or when restricted property
becomes
freely transferable or is no longer subject to a
substantial risk of forfeiture;

          5.   Amounts realized from the sale, exchange
or other disposition of stock acquired under a
qualified stock option;

          6.   Other amounts which receive special tax
benefits such as premiums for group term life insurance
(but only to the extent that the premiums are not
includable in gross income) or contributions made by an
Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity contract
described in Section 403(b) of the Code (whether or not
contributions are excludable from gross income).

     For Plan Years commencing after December 31, 1988,
but before January 1, 1994, Compensation in excess of
$200,000 (as adjusted pursuant to Code Section 415(d))
in any Plan Year shall not be considered for purposes
of the Plan.

     In addition to other applicable limitations set
forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, for Plan Years
commencing on or after January 1, 1994, the annual
compensation of each employee taken into account under
the Plan shall not exceed the OBRA '93 annual
compensation limit.  The OBRA '93 annual compensation
limit is $150,000, as adjusted by the Commissioner for
increases in the cost of living in accordance with Code
Section 401(a)(17)(B) of the Internal Revenue Code.
The cost-of-living adjustment in effect for a calendar
year applies to any period, not exceeding 12 months,
over which compensation is determined (determination
period) beginning in such calendar year.  If a
determination period consists of fewer than 12 months,
the OBRA '93 annual compensation limit will be
multiplied by a fraction, the numerator of which is the
number of months in the determination period, and the
denominator of which is 12.

     For Plan Years beginning on or after January 1,
1994, any reference in this Plan to the limitation
under Code Section 401(a)(17) shall mean the OBRA '93
annual compensation limit set forth in this provision.
<PAGE>
     In determining the Compensation of an Employee, a
participant who is a member of the family of (a) a five
percent (5%) owner or (b) one of the ten Highly
Compensated Employees paid the greatest Compensation
during the Plan Year shall not be considered a separate
Employee, and any Compensation paid to such participant
shall be treated as if it were paid on behalf of the
five percent (5%) owner or Highly Compensated Employee.
The term "family" shall include the spouse of the
Employee and any lineal descendants of the Employee who
have not attained age 19 before the close of the Plan
Year.

     The annual Compensation limit of Code Section
401(a)(17) shall be allocated on a pro rata basis among
family members whose Compensation is required to be
aggregated under this Paragraph G in the proportion
that each such family member's W-2 compensation plus
Section 125 cafeteria plan and 401(k) plan salary
reduction contributions, if any, bears to the total of
all such family members' W-2 compensation plus
Section 125 cafeteria plan and 401(k) plan salary
reduction contributions, if any.

     H.   "Effective Date" means January 1, 1996, the
effective date of the amendment and restatement of this
Plan, except that those provisions of this amended and
restated Plan which comply with requirements of the Tax
Reform Act of 1986, the Omnibus Budget Reconciliation
Act of 1986, the Omnibus Budget Reconciliation Act of
1987, and the final regulations issued pursuant to the
Retirement Equity Act of 1984, to the extent applicable
to Plan Years beginning in 1989 shall be effective as
of the first day of the 1989 Plan Year and to the
extent applicable to Plan Years beginning before 1989,
shall be effective as of the first day of the 1987 Plan
Year, or earlier if required by applicable law.  The
Employer's plan was originally adopted effective
January 1, 1985.

     I.   "Employee" means any person in the service of
the Employer receiving a wage or salary.  A leased
employee as defined in Code Section 414(n)(2) shall be
considered an Employee hereunder for purposes of Code
Section 414(n)(3) unless (i) leased employees
constitute less than 20% of the Employer's non-highly-
compensated work force as defined in Code
Section 414(n)(5)(C)(ii) and (ii) the leased employee
is a participant in a plan described in Code Section
414(n)(5)(B).  Notwithstanding that a leased employee
is treated as an Employee hereunder for purposes of
Code Section 414(n)(3), he shall not receive credit for
service or share in Employer contributions hereunder.

     J.   "Employment Commencement Date" means the date
on which an Employee first performs an Hour of Service
for the Employer.

     K.   "Enrollment Date" means the date on which an
Employee who has complied with the eligibility
requirements shall become eligible to participate in
the Plan.  The Enrollment Date for an
<PAGE>
Employee hired during a calendar quarter whose
Employment Commencement Date is on or before the 20th
day of the last month of the calendar quarter shall be
the first day of the first pay period that begins in
the next calendar quarter.  The Enrollment Date for an
Employee hired during a calendar quarter whose
Employment Commencement Date is after the 20th day of
the last month of the calendar quarter shall be the
first day of the first pay period that begins in the
second calendar quarter commencing after his Employment
Commencement Date.

     L.   "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended from time to time.

     M.   "Fiscal Year" means the Employer's fiscal
year for federal tax purposes.

     N.   "Fund" means the trust fund established
pursuant to this Plan and Trust Agreement in which all
of the assets of the Plan are held.  The Fund shall be
divided into a number of separate investment funds
selected by the Committee and communicated to
Participants.

     O.   "Highly-Compensated Employee" means any
Employee who during the Plan Year or the preceding Plan
Year is (i) a 5% owner (as defined by Code
Section 416(i)(1)), or (ii) an Employee who receives
compensation in excess of $75,000 (or the amount in
effect for the Plan Year, as adjusted by the Secretary
of the Treasury), (iii) an Employee who receives
compensation in excess of $50,000 (or the amount in
effect for the Plan Year, as adjusted by the Secretary
of the Treasury) and who is in the Top-Paid Group, or
(iv) an Employee who was at any time an officer of the
Employer and who received compensation in excess of 50%
of the amount in effect under Code
Section 415(b)(1)(A).

     "Compensation" means compensation within the
meaning of Code Section 415(c)(3), that is,
compensation of the Participant from the employer for
the applicable Plan Year or preceding Plan Year,
including elective or salary reduction contributions to
a cafeteria plan under Code Section 125, cash or
deferred arrangement under Code Section 401(k) or tax-
sheltered annuity under Code Section 403(b).  The
"employer" for purposes of this Paragraph is the entity
employing the Employee and includes all other entities
aggregated with such employing entity under the
aggregation requirements of Code Sections 414(b), (c),
(m), or (o).

     An Employee described in (ii), (iii) or (iv) above
for the Plan Year in question will not be considered a
Highly-Compensated Employee for such year unless he was
a Highly-Compensated Employee in the preceding Plan
Year.  Provided, the preceding sentence shall not apply
if the Employee is one of the 100 highest-paid
Employees in the current Plan Year.
<PAGE>
     No more than 50 Employees shall be considered
officers, or if less, no more than the greater of three
or 10% of all Employees (without regard to any
exclusions) shall be considered officers.  If all
officers earn less than 50% of the amount stated in
Code Section 415(b)(1)(A) for the calendar year in
which the applicable year begins, then the highest-paid
officer shall be considered a Highly Compensated
Employee.

     The Top-Paid Group shall consist of the top 20% of
Employees ranked in order of compensation excluding
Employees (i) who have not completed six months of
service; (ii) who normally work less than 17 and one
half hours per week; (iii) who normally work not more
than six months per year; (iv) who have not attained
age 21; (v) who are nonresident aliens receiving no
U.S. source earned income, and (vi) to the extent
provided in Treasury regulations, Employees who are
included in a unit of Employees covered by a collective
bargaining agreement between Employee representatives
and the Employer.

     A former Employee shall be considered a Highly-
Compensated Employee if he was a Highly-Compensated
Employee when he separated from service or if he was a
Highly-Compensated Employee at any time after attaining
age 55.

     In determining whether an Employee is a Highly-
Compensated Employee, if an individual is a member of
the family of a five percent (5%) owner or one of the
ten Highly-Compensated Employees paid the greatest
compensation during the Plan Year, then that individual
shall not be considered a separate Employee, and any
compensation paid that individual and any contribution
on behalf of that individual shall be treated as if
paid to or on behalf of the five percent (5%) owner or
Highly-Compensated Employee.  Family members shall
include the Employee's spouse and lineal ascendants or
descendants and the spouses of such lineal ascendants
or descendants.

     P.   "Hour of Service" means

          a.   Each hour for which the Employee is
directly or indirectly paid, or entitled to payment, by
the Employer for the performance of duties.  These
hours shall be credited to the Employee for the Period
of Service in which the duties are performed; and

          b.   Each hour for which an Employee is
directly or indirectly paid, or entitled to payment, by
the Employer on account of a period of time during
which no duties are performed (irrespective of whether
the employment relationship was terminated) due to
vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave
of absence.  Hours under this subsection (b) shall be
calculated and credited pursuant to Section 2530.200b-
2(b) and 2(c) of the Department of Labor Regulations
which are incorporated herein by this reference; and
<PAGE>
          c.   Each hour for which back pay,
irrespective of mitigation of damages, is either
awarded or agreed to by the Employer.  The same Hours
of Service shall not be credited under subsection (a)
or (b), as the case may be, and under this
subsection (c).  These hours shall be credited to the
Employee for the Period of Service to which the award
or agreement pertains rather than the Period of Service
in which the award, agreement, or payment is made.
     Hours of Service for any other trade or business
that is along with the Employer a member of a group of
trades or businesses (whether or not incorporated)
which are under common control, as defined in Code
Section 414(b) and (c), or an affiliated service group
as defined in Code Section 414(m) as modified by Code
Section 414(m)(5) and (6), shall be considered Hours of
Service for the Employer.

     Q.   "Participant" means an Employee who has
satisfied the eligibility requirements of Article III.

     R.   "Period of Severance" means a period
beginning on an Employee's Severance from Service Date
and ending on his Reemployment Date.

     S.   "Period of Service" means a period of
employment beginning on the Employee's Employment
Commencement Date (or Reemployment Date) and ending on
his Severance from Service Date.

     T.   "Plan" or "Trust" means the Deferred Income
Plan and Trust set forth in this agreement and all
subsequent amendments thereto.

     U.   "Plan Year" means the twelve-month period on
which the records of the Plan are kept.  Each Plan Year
shall end on December 31.

     V.   "Reemployment Date" means the date an
Employee completes an Hour of Service following a
severance from service.

     W.   "Severance from Service Date" means the date
an employee quits, retires, is discharged or dies or
the first anniversary of the first date of a period in
which the Employee remains absent from service (1) for
any reason such as vacation, holiday, sickness,
disability, leave of absence, or lay-off, or (2) by
reason of pregnancy, birth of a child, placement with
the Employee of a child for adoption, or caring for
such child immediately following birth or placement,
provided the Employee provides the Committee with
timely information (including, if requested, a written
statement of a doctor or adoption official) to
establish
<PAGE>
the absence is for such a reason and the number of days
for which there was such an absence.

     X.   "Spouse" means the lawful husband or wife of
the Participant.

     Y.   "Trustee" means (a) as to Plan assets other
than assets comprised of Participant loans, U.S. Trust
Company of the Pacific Northwest and any successor to
such Trustee hereunder appointed by the Board, and
(b) as to only those Plan assets comprised of
Participant loans, David Neils and any successor to
such Trustee hereunder appointed by the Board.

     Z.   "Valuation Date" means the date upon which
Participants' Plan accounts are valued.  The Valuation
Dates shall be the last day of each calendar quarter
(March 31, June 30, September 30, and December 31) and
the Committee is authorized to establish additional
Valuation Dates in its discretion.

     AA.  "Miscellaneous."  Unless some other meaning
and intent is apparent from the context, the plurals
shall mean the singular, and vice versa, and masculine,
feminine, and neuter words shall be used
interchangeably.

                          ARTICLE III
                       Eligible Employees

     Employees shall be excluded from those eligible to
participate if they are included in a unit of employees
covered by a collective bargaining agreement between
employee representatives and one or more employers, if
there is evidence that retirement benefits were the
subject of good faith bargaining and if the collective
bargaining agreement does not provide for participation
by such Employees.

     Unless excluded by reason of the immediately
preceding paragraph, each Employee who was a
Participant on December 31, 1995 shall continue to be a
Participant subject to the provisions of this Plan.
Each other Employee not excluded by reason of the first
paragraph of this Article III shall be enrolled as a
Participant as of the later of January 1, 1996 or the
Enrollment Date coinciding with or following the
Employee's Employment Commencement Date, provided he is
still employed on such Enrollment Date.  If the
Employee is not employed on such date, he shall be
enrolled on his Reemployment Date.

     In the case of a Participant who terminates
employment and is rehired, he shall become a
Participant on his Reemployment Date.
<PAGE>
     The Committee may request each eligible Employee
to apply for Plan participation in writing on a form to
be supplied by the Committee, agreeing to the terms of
the Plan and giving such information as may be required
by the Committee, including beneficiary designation.
An Employee shall not be precluded from Plan
participation if he does not complete such form.

                           ARTICLE IV
                         Contributions

     A.   Deferred Income Contributions.  On or prior
to an Employee's Enrollment Date, the Employee may
direct the Employer (1) to defer a percentage of his
Compensation each pay period commencing as of his
Enrollment Date, and (2) to contribute that amount to
the Plan within a reasonable time after the end of such
pay period.  The Committee shall furnish an explanation
to each Employee prior to his Enrollment Date with
instructions regarding the time period within which the
Employee may elect to make deferred income
contributions.  The amount of Compensation deferred
shall be equal to at least one percent (1%) but not
more than fifteen percent (15%) of the Participant's
Compensation.  The amount of a Participant's deferred
Compensation shall be rounded to the nearest cent.

     Notwithstanding the foregoing, deferred income
contributions on behalf of a Participant may not exceed
$9,500 for the calendar year 1996, and thereafter such
amount for a calendar year as adjusted each year by the
Secretary of the Treasury.  A Participant who makes
Code Section 401(k) deferred income contributions to
more than one plan in a calendar year in excess of this
dollar limit must submit to the Committee by March 1 of
the year following the year of the excess contributions
a written statement including the amount of the excess
contributions to be allocated to this Plan.  Any excess
contributions allocated to this Plan shall be
distributed, together with income attributable thereto,
by April 15 of the year following the year of the
excess contributions.

     In the event a Participant terminates employment
and is rehired, the Participant may elect to begin
deferring a percentage of his Compensation as of any
January 1, April 1, July 1 or October 1 coinciding with
or following his date of rehire, provided that the
Participant's election to make deferred income
contributions is received within the time required by
the Committee.

     Effective January 1, April 1, July 1 and October 1
of each Plan Year, each Participant who is deferring an
amount of his Compensation may change the percentage of
his Compensation to be deferred, and each Participant
who is not deferring an amount of his Compensation may
elect to begin deferring a percentage of his
Compensation.  Each such Participant's election to make
deferred income contributions must be received within
the time required by the Committee.
<PAGE>
     Upon at least ten (10) days' prior notice to the
Committee, a Participant may revoke his deferred income
contribution effective as of the first day of any
subsequent pay period.  A Participant who revokes his
deferred income contribution election may not resume
deferring a percentage of his Compensation hereunder
until the next January 1, April 1, July 1 or October 1
after his deferred income contributions ceased,
provided that within the time required by the Committee
he elects to resume deferred income contributions.

     Amounts in a Participant's Deferred Income
Contribution Account shall be 100% vested at all times
and shall not be distributed until the earliest of the
Participant's death, disability, retirement, attainment
of age 59 and a half or termination of employment, in
accordance with the provisions of Article VII of the
Plan, the occurrence of a hardship as set forth in
Paragraph F of this Article, Plan termination without
the establishment or maintenance of another defined
contribution plan (other than an employee stock
ownership plan), or a disposition of assets or of a
subsidiary as described in Code Section
401(k)(10)(A)(ii) and (iii).

     B.   Employer Matching Contributions.  Effective
January 1, 1996 through June 30, 1996, as soon as
reasonably possible after the last day of each pay
period, the Employer shall contribute on behalf of each
Participant who makes deferred income contributions
during that pay period, an Employer matching
contribution equal to the lesser of (a) twenty-five
percent (25%) of the Participant's deferred income
contributions during that pay period, but total
Employer matching contributions on behalf of a
Participant shall not exceed 1.5% of the Participant's
Compensation during the six-month period ending
June 30, 1996, or (b) such amount which does not result
in an excess contribution as defined in Paragraph E
below or exceed the applicable limits of Paragraph C of
Article V.  Effective July 1, 1996, as soon as
reasonably possible after the last day of each pay
period, the Employer shall contribute on behalf of each
Participant who makes deferred income contributions
during that pay period, an Employer matching
contribution equal to the lesser of (a) fifty percent
(50%) of the Participant's deferred income
contributions during that pay period, but total
Employer matching contributions on behalf of a
Participant shall not exceed 3% of the Participant's
Compensation during the last six months of 1996 and for
any Plan Year after 1996 shall not exceed 3% of the
Participant's Compensation during that Plan Year, or
(b) such amount which does not result in an excess
contribution as defined in Paragraph E below or exceed
the applicable limits of Paragraph C of Article V.

     All Employer matching contributions under this
Paragraph B shall be made in the form of cash or Crane
Co. common stock.  Each such Employer matching
contribution shall be allocated solely to the post-1995
Employer Matching Contribution Account of the
Participant whose deferred income contributions are
matched by the Employer matching contribution.  If the
Employer matching
<PAGE>
contribution is in Crane Co. common stock, such
contribution shall be based on the fair market value of
the Crane Co. common stock on the date the contributed
Crane Co. common stock is delivered to the Trustee.  If
the Employer matching contribution is in cash, the
Trustee shall purchase Crane Co. common stock from time
to time in the open market or from other Participants
who are making transfers or who are receiving cash
distributions, withdrawals or loans from the Plan, at a
price equal to the closing price of the stock on the
business day prior to the business day on which the
distribution or transfer is processed.  No later than
the end of each month, the Trustee will allocate those
shares of Crane Co. common stock purchased by the
Trustee during that month to the applicable
Participants' post-1995 Employer Matching Contribution
Accounts based on the prices at which the purchases
were made.  Pending any purchase of Crane Co. common
stock, the Trustee shall, after making any provision
for any cash needs of Participants' post-1995 Employer
Matching Contribution Accounts, invest such cash
Employer matching contributions in short-term fixed-
income obigations.  Any earnings on assets invested in
such short-term fixed-income obigations shall be
allocated on each Valuation Date to applicable
Participants' post-1995 Employer Matching Contribution
Accounts.  If a Participant terminates employment and
the Trustee has not yet purchased Crane Co. common
stock with post-1995 Employer matching contributions
that have not yet been allocated to that Participant's
post-1995 Employer Matching Contribution Account, such
Participant shall receive such contributions in cash
with any applicable earnings thereon.

     All Employer matching contributions shall be
delivered to the Trustee as soon as reasonably possible
after the last day of each pay period, but no later
than the due date of the Employer's federal income tax
return, including any extensions, for the Employer's
fiscal year with respect to which the Employer matching
contributions are made.

     Crane Co. common stock held by the Trustee shall
be voted by the Trustee at annual and special meetings
of stockholders of the issuer as directed by the Plan
recordkeeper in accordance with voting instructions
from the Participant to whose post-1995 Employer
Matching Contribution Account such stock is credited.
The Employer shall cause each Participant to be
provided with a copy of a notice of each such
stockholder meeting and the proxy statement of the
issuer together with an appropriate form for the
Participant to use to indicate his voting instructions.
If instructions are not timely received by the Plan
recordkeeper with respect to any such stock, the
Trustee shall vote the uninstructed allocated Crane Co.
common stock and any unallocated Crane Co. common stock
in the same proportion as the Trustee was instructed to
vote with respect to the allocated Crane Co. common
stock for which the Plan recordkeeper received voting
instructions from Participants.

     Each Participant (or, in the event of his death,
his beneficiary or estate) shall have the right to
instruct the Plan recordkeeper in writing as to the
manner in which to respond to a
<PAGE>
tender or exchange offer for any or all shares of Crane
Co. common stock credited to such Participant's post-
1995 Employer Matching Contribution Account under the
Plan.  The Employer shall notify each Participant (or
beneficiary or estate) and utilize its best efforts to
distribute on a timely basis, or cause to be
distributed, such information as will be distributed to
the issuer's shareholders in connection with any such
tender or exchange offer.  Upon the Trustee's receipt
of such instructions from the Plan recordkeeper, the
Trustee shall tender allocated Crane Co. common stock
for which it receives instructions as and to the extent
so instructed.  If the Plan recordkeeper does not
receive instructions from a Participant (or beneficiary
or estate) regarding any such tender or exchange offer
for allocated Crane Co. common stock, the Trustee shall
have no discretion in such matter and shall take no
action with respect to such tender or exchange offer
for such allocated Crane Co. common stock.  The Plan
recordkeeper and the Trustee shall take no action as to
any unallocated Crane Co. common stock with respect to
such tender or exchange offer.  All cash or other
assets received by the Trustee as a result of tendering
the Crane Co. common stock allocated to a Participant's
post-1995 Employer Matching Contribution Account shall
be allocated to such Participant's post-1995 Employer
Matching Contribution Account.

     Notwithstanding the foregoing, on and after the
date the Board establishes the Crane Co. Common Stock
Fund as a Plan Fund, Participants' post-1995 Employer
Matching Contribution Accounts shall be invested in the
Crane Co. Common Stock Fund in accordance with Article
XI, Paragraph A.1 of this Plan.

     C.   Nondiscrimination Test Applicable to Deferred
Income Contributions.  The maximum amount of deferred
income contributions which may be made by Highly-
Compensated Employees is subject to the requirement
that one of the following nondiscrimination tests be
met during each Plan Year:

          1.   The average percentage of Compensation
     deferred by Highly-Compensated Employees who are
     Participants shall not be more than the average
     percentage of Compensation deferred by the non-
     Highly-Compensated Employees who are Participants
     multiplied by 1.25; or

          2.   The excess of the average percentage of
     Compensation deferred by Highly-Compensated
     Employees who are Participants over the average
     percentage of Compensation deferred by non-Highly-
     Compensated Employees who are Participants shall
     not be more than two (2) percentage points, and
     the average percentage of Compensation deferred by
     Highly-Compensated Employees shall not be more
     than the average percentage of Compensation
     deferred by non-Highly-Compensated Employees who
     are Participants multiplied by 2.0.
<PAGE>
     The Employer may elect to aggregate deferred
income contributions and 100% vested qualified
nonelective Employer matching contributions as defined
by applicable regulations (Employer Vested
Contributions) in order to meet the nondiscrimination
test applicable to deferred income contributions.

     The Employer Vested Contributions must be 100%
vested and nonforfeitable when made, must be subject to
the same withdrawal restrictions as deferred income
contributions and must meet the requirements of Code
Section 401(a)(4) both before and after any portion is
used for purposes of meeting the foregoing
nondiscrimination test, and must meet the requirements
of applicable regulations.  Employer Vested
Contributions shall be made only for Participants who
are credited with at least 1,000 Hours of Service in
the applicable Plan Year and are employed on the last
day of the Plan Year.  If such contributions are not
Employer matching contributions, they shall be
allocated on behalf of each eligible Participant in the
proportion that each eligible Participant's
Compensation during the Plan Year bears to the total
Compensation of all Participants during the Plan Year
who are credited with 1,000 Hours of Service during the
applicable Plan Year and employed on the last day of
the Plan Year.

     The Plan will take deferred income contributions
into account only if attributable to Compensation that
would be received by the Employee during the Plan year
or earned during the Plan Year and received within 2
and a half months after the end of the Plan Year.  The
Plan will aggregate all arrangements under which a
Highly-Compensated Employee is eligible to make
deferred income contributions for purposes of applying
the nondiscrimination test applicable to deferred
income contributions.

     Compensation as used in this Paragraph shall mean
compensation as defined in Code Section 414(s).
Deferred income contributions which cause the Plan to
fail to meet one of the above tests are hereafter
Excess Aggregate Contributions and must be distributed
in accordance with Paragraph E of this Article.

     D.   Nondiscrimination Test Applicable to Employer
Matching Contributions.  The maximum Employer matching
contributions which may be allocated to Highly-
Compensated Employees are subject to the requirement
that they meet one of the following tests:

          1.   The actual contribution percentage for
     the group of Highly-Compensated Employees who are
     Participants may not be more than the actual
     contribution percentage for the group of all other
     Employees who are Participants multiplied by 1.25;
     or

          2.   The excess of the actual contribution
     percentage for the group of Highly-Compensated
     Employees who are Participants over the actual
     contribution percentage of the group of all other
     Employees who are Participants may not be more
     than two percentage points, and the actual
     contribution percentage for the group of Highly-
     Compensated Employees who
     <PAGE>
     are Participants may not be more than the actual
     contribution percentage of the group of all other
     Employees who are Participants multiplied by two.

     The actual contribution percentage means the
average of the actual contribution ratios (calculated
separately for each Employee in the specified group) of
Employer matching contributions for the Plan Year
divided by the Employee's Compensation for the Plan
Year.  Compensation means compensation as defined by
Code Section 414(s).  The Committee may elect to take
into consideration all or any portion of deferred
income contributions in calculating the actual
contribution percentage in order to meet the
nondiscrimination test applicable to Employer matching
contributions.  If less than all of such contributions
are taken into consideration, the balance of such
contributions not taken into consideration must
continue to meet the requirements of the
nondiscrimination test applicable to deferred income
contributions, as described in Paragraph C.  The
Employer may elect to take into consideration all or
any portion of the Employer Vested Contributions which
are qualifying nonelective contributions in calculating
the actual contribution percentage subject to the
requirements of applicable regulations.  If less than
all of such contributions are taken into consideration,
the balance of such contributions not take into
consideration must continue to meet the requirements
described in Paragraph C above.

     Notwithstanding the foregoing, if Highly-
Compensated Employees' deferred income contributions or
Employer matching contributions do not meet the 1.25
nondiscrimination test of Paragraph C(1) or D(1), then
the sum of the Highly-Compensated Employees' 401(k)
deferral percentage under Paragraph C and 401(m) actual
contribution percentage under this Paragraph D must not
exceed the Aggregate Limit.  The Aggregate Limit is the
greater of A or B where A equals the sum of:

               1.   1.25 times the greater of the
     Relevant Actual Deferral Percentage or the
     Relevant Actual Contribution Percentage, and

               2.   2 percentage points plus the lesser
     of the  Relevant Actual Deferral Percentage or the
     Relevant Actual Contribution Percentage.  In no
     event, however, may this amount exceed twice the
     lesser of the Relevant Actual Deferral Percentage
     or the Relevant Actual Contribution Percentage;

and B equals the sum of:

               1.   1.25 times the lesser of the
     Relevant Actual Deferral Percentage or the
     Relevant Actual Contribution Percentage, and
<PAGE>
               2.   2 percentage points plus the
     greater of the Relevant Actual Deferral Percentage
     or the Relevant Actual Contribution Percentage.
     In no event, however, may this amount exceed twice
     the greater of the Relevant Actual Deferral
     Percentage or the Relevant Actual Contribution
     Percentage.

     For purposes of this definition, the term
"Relevant Actual Deferral Percentage" means the actual
deferral percentage of eligible Non-Highly Compensated
Employees and the term "Relevant Actual Contribution
Percentage" means the actual contribution percentage
the group of eligible Non-Highly Compensated Employees.
Amounts of Employer matching contributions which cause
the Plan to exceed the aggregate limit are hereafter
Excess Aggregate Contributions, and must be reduced or
distributed in accordance with Paragraph E below.

     E.   Distribution of Excess Aggregate
Contributions.  Excess Aggregate Contributions,
adjusted for allocable income and losses, shall be
distributed within two and one-half (2 and a half)
months if possible, but in no event later than twelve
(12) months, after the end of the Plan Year in which
such Excess Aggregate Contributions are made in
accordance with the procedures established by the
Committee to assure compliance with Code Section 401(k)
and Code Section 401(m).  In the case of failure to
meet the requirements of Paragraph C, the distribution
shall be accomplished by reducing deferred income
contributions of the Highly-Compensated Employee with
the highest actual deferral ratio until one of the
tests set forth in such Paragraph is met or such actual
deferral ratio equals the ratio of the Highly-
Compensated Employee with the next highest deferral
ratio.  In the case of failure to meet the requirements
of Paragraph D, the distribution shall be accomplished
by reducing the actual contribution ratio of the Highly-
Compensated Employee with the highest actual
contribution ratio until one of the tests set forth in
such Paragraph is met or such actual contribution ratio
equals the ratio of the Highly-Compensated Employee
with the next highest actual contribution ratio.  In
either case, the process shall be repeated until the
Plan satisfies one of the tests under each paragraph.
In the case of failure to meet the requirements of
Paragraphs C or D, the Committee may first distribute
an Employee's unmatched deferred income contributions
and, second, distribute an Employee's matched deferred
income contributions and reduce Employer matching
contributions pro rata with $1 of matched deferred
income contributions distributed for each $.50 of
Employer matching contributions reduced, along with
income and losses attributable thereto.  Employer
matching contributions, adjusted for allocable income
and losses, which matched a Highly-Compensated
Employee's deferred income contributions for a Plan
Year that were returned to the Highly-Compensated
Employee in order for the Plan to meet the
nondiscrimination test of Paragraph C, shall be
forfeited and applied toward future Employer matching
contributions for eligible Plan Participants.
<PAGE>
     Allocable income or loss includes income or loss
for the Participant's taxable year.  Allocable income
or loss for the taxable year is determined by
multiplying the income or loss for the taxable year
allocable to deferred income contributions by a
fraction, the numerator being the Participant's Excess
Aggregate Contributions under Paragraph C for the
taxable year and the denominator being the account
balance attributable to deferred income contributions
as of the end of the taxable year minus the income or
plus the loss allocable to such account balance for the
year.  Allocable income or loss for the taxable year
with respect to Excess Aggregate Contributions under
Paragraph D is determined in a similar manner.

     In applying the tests set forth in Paragraphs C
and D, Compensation paid to (and deferred income
contributions, Employer Vested Contributions and
Employer matching contributions on behalf of) a family
member of a Highly-Compensated Employee who is a five
percent (5%) owner or one of the ten Highly-Compensated
Employees paid the greatest compensation shall be
attributed to the Highly-Compensated Employee.  Family
members shall include the Employee's spouse and lineal
ascendants or descendants and the spouses of such
lineal ascendants or descendants.  Excess Aggregate
Contributions attributable to Employee deferred income
contributions made by such family members, including
allocable earnings and losses, shall be distributed to
such family members pro rata based on the proportion
each such family member's Compensation bears to the
total Compensation (not to exceed the Code Section
401(a)(17) limit) of such family members.

     If Excess Aggregate Contributions attributable to
deferred income contributions have previously been
distributed for the Employee's taxable year ending with
or within the Plan Year, the Plan will offset that
distribution from the amount of the Employee's Excess
Aggregate Contributions attributable to Matching
Employer contributions to be distributed for that Plan
Year.  The amount of Excess Aggregate Contributions
attributable to deferred income contributions that may
be distributed by the Plan for the taxable year of the
Employee must be reduced by the amount of Excess
Aggregate Contributions attributable to Matching
Employer contributions previously distributed for the
Plan Year beginning with or within the Employee's
taxable year.

     The Plan will take a contribution into account for
a Plan Year only if it is allocated to the
Participant's account on a day within the Plan Year.
The Plan will treat contributions made under plans that
are aggregated for purposes of Code Sections 401(a) or
410(b) as made under a single plan.

     F.   Hardship Withdrawals of Deferred Income
Contributions.  The Plan Committee may distribute all
or a part of a Participant's Deferred Income
Contribution Account, prior to the time such Account
would otherwise be distributed, upon a showing of
immediate and heavy financial hardship by the
<PAGE>
Participant in accordance with the provisions of this
paragraph.  A Participant may not withdraw the earnings
on his deferred income contributions on account of
hardship.  A Participant's Deferred Income Contribution
Account for purposes of hardship distribution shall be
valued as of the preceding Valuation Date plus any
contributions and minus any withdrawals since such
Valuation Date, and adjusted to reflect earnings and
losses since such Valuation Date in accordance with
procedures adopted by the Committee from time to time
and uniformly applied.  A hardship distribution
(a) must be on account of an immediate and heavy
financial need and may not exceed the amount necessary
to meet that need, and (b) must be necessary to satisfy
a financial need which the Employee is unable to
satisfy from other resources reasonably available to
him.  An immediate and heavy financial need shall be
deemed to exist if the requested distribution is on
account of:

            (i)     Uninsured medical expenses as
defined in Code Section 213 that have already been
incurred by the Participant, the Participant's Spouse
or a dependent of the Participant, or such expenses
that have not already been incurred, provided
prepayment of the expenses is necessary to allow such
persons to obtain medical services;

           (ii)     Purchase of the Participant's
principal residence (excluding mortgage or loan
payments);

          (iii)     Payment of tuition, related
educational fees, and room and board expenses for the
next twelve months of post-secondary education for the
Participant, the Participant's Spouse, child or
dependent, including graduate school and any approved
trade or technical school; or

           (iv)     Payment to prevent eviction of the
Participant from his principal residence or foreclosure
of a mortgage or other financing lien on the
Participant's principal residence.

     Such a distribution may include an amount
necessary to pay taxes and penalties on the
distribution.

     A distribution will be treated as necessary to
satisfy a financial need if the Participant represents
to the Plan Committee that the need cannot be satisfied
through insurance, by reasonable liquidation of assets,
by cessation of contributions under the Plan or by
other distributions or loans either from the Plan or
any other Plan maintained by the Employer or from a
commercial source on reasonable commercial terms.  The
Committee may rely on written statements of the
Participant as to existence of an immediate and heavy
financial need and with respect to the unavailability
of other sources of relieving that need.  Hardship
distributions shall be administered by the Committee in
accordance with uniform and nondiscriminatory standards
applicable to all Participants.
<PAGE>
     G.   Date of Payment.  The Employer shall pay to
the Trustee, within the time provided by law for filing
of the Employer's income tax return (including
extensions), the amount to be contributed pursuant to
Paragraph B.

     The Employer shall pay to the Trustee, as soon as
administratively feasible but no later than ninety (90)
days after the end of each pay period, deferred income
contribution for each such pay period on behalf of all
Participants pursuant to Paragraph A of this Article
IV.

     The Trustee shall not be responsible for
determining the amount of any Plan contributions nor
for collecting contributions not voluntarily paid to
the Trustee.

     H.   Profit Sharing Plan.  This Plan is designed
to qualify as a profit sharing plan for purposes of
Code Section 401(a), 402, 412, and 417.  However,
notwithstanding any other provision of the Plan, all
contributions shall be made without regard to current
or accumulated earnings and profits.

                           ARTICLE V
                    Participant's Accounts,
                Valuation, Maximum Contribution

     A.   Participant's Accounts.  The Committee or its
delegate shall maintain a separate Deferred Income
Contribution Account, a separate pre-1996 Employer
Matching Contribution Account, and a separate post-1995
Employer Matching Contribution Account, where
applicable, for each Participant, which shall reflect
the Participant's Accrued Benefit.  The Committee shall
furnish each Participant who requests the same in
writing a statement reflecting, on the basis of the
latest available information, his Accrued Benefit and
the nonforfeitable portion thereof.  Only one such
statement need be furnished a Participant each 12
months.  The Employer may appoint the Trustee or any
qualified third party to perform recordkeeping
functions.

<PAGE>
     B.   Trust Valuation.  The Plan funds are valued
daily at fair market value.  The fair market value of
each Fund shall reflect its income received, profits,
losses, and expenses.  As of each Valuation Date, the
Committee shall determine the fair market value of
Participants' accounts adjusted to reflect investment
earnings,losses and management fees.  However,
Participants' account balances distributed between
Valuation Dates shall be adjusted for contributions,
withdrawals, and investment earnings and losses from
the prior Valuation Date through the close of the
business day before the business day on which the
distribution is processed.  The assets in the accounts
of Participants who receive a distribution during a
calendar quarter are sold within several days after the
distribution is processed.  On each Valuation Date, all
remaining Participants' Plan accounts are adjusted to
reflect any investment gain or loss from the sale of
the assets in the accounts of Participants who received
distributions (including loans and hardship
withdrawals) during that calendar quarter.  The
Employer, the Committee, and the Trustee do not in any
manner or to any extent whatever warrant, guarantee, or
represent that the value of a Participant's account or
accounts shall at any time equal or exceed the amount
previously contributed thereto.

     C.   Maximum Contributions.

          1.   Annual Addition.  The term "annual
addition" for any Plan Year means the sum of:

               a.   The Employer's contributions on a
Participant's behalf to the Employer's defined
contribution plan(s) (this Plan and the ELDEC
Corporation Retirement Plan and Trust) including
deferred income contributions hereunder;

               b.   The Participant's voluntary
nondeductible contributions, if any, to the defined
contribution plan(s) maintained by the Employer;

               c.   Any forfeitures allocated to the
Participant's account under a profit sharing plan
maintained by the Employer;

               d.   Amounts allocated for a Plan Year
beginning
after March 31, 1984, to a Code Section 415(l)(2)
individual medical account that is part of a pension or
annuity plan maintained by the Employer; and

               e.   Amounts paid or accrued after
December 31, 1985, in taxable years ending after that
date, for post-retirement benefits allocated to a
separate account in a Code Section 419(e) welfare
benefit fund maintained by the Employer.  These amounts
will not be subject to the present limitations of Code
Section 415(c)(1)(B).
<PAGE>
     The limitation year is the Plan Year.
Notwithstanding any other provision hereof, the annual
addition to a Participant's accounts for any Plan Year
shall not exceed the lesser of (i) $30,000, or, if
greater, 1/4 of the dollar limitation in effect under
Code Section 415 (b)(1)(A), or (ii) 25% of the
Participant's Compensation from the Employer for the
Plan Year excluding from Compensation income deferred
by the Participant pursuant to Paragraph A of
Article IV for the Plan Year and salary reduction
contributions to any Employer-sponsored Code
Section 125 cafeteria plan.

     The Compensation limitation referred to in the
preceding paragraph shall not apply to (i) any
contributions for medical benefits (within the meaning
of Code Section 419A(f)(2) or 401(n)) which are made
after separation from service and which are otherwise
treated as an Annual Addition; or (ii) any amount
otherwise treated as an Annual Addition under Code
Section 415(1)(1) or 419A(d)(2).

          2.   Excess Annual Addition.  If, as a result
of the allocation of forfeitures, a reasonable error in
estimating a Participant's Compensation, or other facts
and circumstances to which Code regulation Section
1.415-6(b)(6) shall be applicable, the annual addition
for a Participant exceeds the applicable limitations
for the Plan Year, the annual addition shall be reduced
as follows:

               a.   The amount of such excess
consisting of unmatched deferred income contributions
on behalf of an Employee shall be paid to the Employee
as soon as administratively feasible.

               b.   The amount of any remaining excess
consisting of matched deferred income contributions on
behalf of an Employee and Employer matching
contributions on behalf of such Employee shall be
reduced pro rata ($.50 of Employer matching
contributions for every one dollar of matched deferred
income contributions).  Such deferred income
contributions shall be paid to the Employee as soon as
administratively feasible, and such Employer matching
contributions shall be allocated to a suspense account
as forfeitures and applied as provided in (c) below).

               c.   The amount of any remaining excess
consisting of Employer contributions to the Retirement
Plan shall be allocated to a suspense account as
forfeitures and held therein until the next succeeding
date on which forfeitures could be applied to reduce
future Employer contributions under this Plan.  In the
event of termination of the Plan, the suspense account
shall revert to the Employer.

     Notwithstanding any other provisions, the Employer
shall not contribute any amount that would cause an
allocation to the suspense account as of the date the
contribution is allocated.  If the contribution is made
prior to the date as of which it is to be allocated,
then such contribution shall not exceed an amount that
would cause an allocation to the suspense account if
the date of
<PAGE>
contribution were an allocation date.  If an allocation
is made to such suspense account, it shall contain no
investment gains and losses or other income.

          3.   For the purpose of this Paragraph C, the
following rules shall control:

               a.   The $30,000 maximum shall be deemed
adjusted for any Plan Year to conform to increases in
the cost of living in accordance with regulations to be
adopted by the Secretary of Treasury.

               b.   All qualified defined benefit plans
(whether terminated or not) ever maintained by the
Employer shall be treated as one defined benefit plan,
and all qualified defined contribution plans (whether
terminated or not) ever maintained by the Employer
shall be treated as one defined contribution plan.

               c.   If the Employer is a member of a
controlled group of corporations, trades or businesses
under common control (as defined by Code Section
1563(a) or Code Section 414(b) and (c) as modified by
Code Section 415(h)) or is a member of an affiliated
service group (as defined by Code Section 414(m)), all
employees of such employers shall be considered to be
employed by a single employer.

               d.   If the Employer or any trade or
business which along with the Employer is a member of a
group of trades
or businesses (whether or not incorporated) which are
under common control, as defined in (c), or if an
affiliated service group to which the Employer belongs,
as defined in (c), has adopted or hereafter adopts a
defined benefit plan and a Participant hereunder is
also a Participant thereunder, then the sum of the
defined benefit plan fraction (as defined below) and
the defined contribution plan fraction (as defined
below) for any year may not exceed 1.0.

     For purposes of this Plan, the defined benefit
plan fraction is a fraction:

                 (i)     The numerator of which is the
projected annual benefit of the Participant under the
defined benefit plan (determined as of the close of the
year), and

                (ii)     The denominator of which is
the lesser of:  (a) the product of 1.25 multiplied by
$90,000 (or an adjusted figure determined in accordance
with regulations issued by the Secretary of the
Treasury), or (b) the product of 1.4 multiplied by an
amount equal to the average of the Participant's
highest three consecutive calendar years' Compensation.

     For purposes of this part, the defined
contribution plan fraction for any year is a fraction:

               (iii)     The numerator of which is the
sum of the annual additions to the Participant's
accounts under the Employer's defined contribution
plan(s) as of the close of the year; and
<PAGE>
                (iv)     The denominator of which is
the sum of the lesser of the following amounts
determined for such year and for each prior year of
service with the Employer:  (a) the product of 1.25
multiplied by the dollar limit in effect under Code
Section 415(c)(1)(A) for each such year (determined
without regard to Code Section 415(c)(6)), or (b) the
product of 1.4, multiplied by 25% of a Participant's
Compensation from the Employer for each such year.

     If with respect to any Participant under this
Plan, the sum of the defined benefit plan fraction and
the defined contribution plan fraction for any year
exceeds 1.0, and the defined benefit plan does not by
its terms reduce the benefit due the participant at
retirement to an amount which would reduce the sum of
the fractions to 1.0, then the annual addition for that
year to the Participant's account hereunder shall be
reduced to a level at which the sum of the fractions
equals 1.0.

                           ARTICLE VI
                Nonforfeitable Accrued Benefits

     A Participant's Deferred Income Contribution
Account and Employer Matching Contribution Accounts
shall be 100% vested and nonforfeitable at all times.

                          ARTICLE VII
                    Distribution of Benefits

     A.   Retirement Age and Options.  The normal
retirement age shall be age 59 and a half for all
Participants, and each Participant or former
Participant shall be entitled to retire upon the date
the Participant or former Participant attains normal
retirement age, which day shall be his Normal
Retirement Date.  The early retirement age shall be age
55 for all Participants, and each Participant or former
Participant shall be entitled to retire upon attainment
of early retirement age, which day shall be his Early
Retirement Date.

          1.   Employment After Normal Retirement Age.
If a Participant continues in the employ of the
Employer beyond his Normal Retirement Date, he shall,
pursuant to the terms of this Plan, continue to share
in Employer matching contributions, and increases and
decreases in value, including fees and expenses until
actual retirement and may elect tax-deferred
contributions hereunder.

               a.   Election to Receive Benefits While
Still Employed.  A Participant who has attained normal
retirement age may elect in writing to receive his
Accrued Benefit prior to his actual retirement date in
accordance with procedures
<PAGE>established by the Committee; such a Participant
shall continue to share in Employer matching
contributions, and increases and decreases in value,
including fees and expenses, until actual retirement
and may elect deferred income contributions hereunder.

               b.   Required Receipt of Benefits While
Still Employed if Age 70 and a half.  Distribution of
benefits shall commence to a Participant who attains
age 70 and a half while still employed.  The required
distribution shall commence no later than April 1 of
the calendar year following the calendar year in which
the Participant attains age 70 and a half, provided,
however, that if the Participant attained age 70 and a
half prior to January 1, 1988 and was not a five
percent (5%) owner of the Employer, the required
distribution shall commence no earlier than April 1 of
the calendar year following the calendar year in which
occurs the later of the Participant's retirement or
attainment of age 70 and a half.  A Participant to whom
this subparagraph b. applies shall continue to share in
Employer matching contributions, and increases and
decreases in value, including fees and expenses, until
actual retirement, and may elect deferred income
contributions hereunder.

          2.   Date of Retired Participant's First
Payment.  A Participant who retires hereunder shall
receive his Plan benefit as soon as is reasonably
possible after his retirement date but no later than
the date sixty (60) days after the close of the Plan
Year in which the Participant retires, unless he elects
to defer payment pursuant to subparagraph (3) below.

          3.   Deferral of Benefits.  A Participant who
retires hereunder or terminates employment with a
nonforfeitable Accrued Benefit in excess of $3,500
shall not be required to receive a distribution without
his written consent.  The Participant may select to
defer the payment of his Plan benefits to a later date,
but not later than April 1 of the calendar year
following the calendar year in which he attains age 70
and a half.  Such a Participant must make this election
in writing on a form provided by the Committee.  Such
election shall include the current amount of the
Participant's nonforfeitable Accrued Benefit and the
date on which payment shall be made.  The Participant
may change such election prior to the payment of his
nonforfeitable Accrued Benefit, provided payment is
made no later than the date required above.

     Failure of a Participant to consent to a
distribution while a nonforfeitable Accrued Benefit in
excess of $3,500 is immediately distributable shall be
deemed an election to defer commencement of payment.

          4.   Form of Payment.  A Participant who is
to receive his Plan benefits under this Paragraph shall
receive a distribution of his nonforfeitable Accrued
Benefit in the form of a single payment.  The
Participant's nonforfeitable Accrued Benefit shall be
valued as provided in Article V, Paragraph B, of the
Plan.
<PAGE>
     Notwithstanding any provision of this Paragraph
A(4) to the contrary, a Participant shall have the
right to elect to receive a distribution of the Crane
Co. stock allocated to his post-1995 Employer Matching
Contribution Account and allocated to his other
Accounts pursuant to investment in the Crane Co. Common
Stock Fund, with cash paid for fractional shares.  In
the absence
of an affirmative election to receive Crane Co. stock,
such a distribution shall be made in cash.

     B.   Death.  Each Participant shall designate a
beneficiary or beneficiaries on a form to be furnished
by the Committee. The beneficiary of a married
Participant shall be his Spouse, unless the Spouse
consents in writing to the designation of another
specific beneficiary and acknowledges the effect of the
consent.  The consent shall be witnessed by a Committee
member or a notary public.  Such designation shall be
filed with the Committee and may be changed by the
Participant from time to time by filing a new
designation in writing (together with the Spouse's
consent where required).  The designation last filed
with the Committee shall control.

     If any Participant shall fail to designate a
beneficiary or if the person or person designated
predecease the Participant and there is no designated
successor, the Participant's beneficiary shall be the
following in the order named:

               1.   Surviving Spouse at date of death,

               2.   Then living issue, per stirpes
(lawful issue and adopted),

               3.   Then living parents, in equal
shares,

               4.   Brothers and sisters, in equal
shares, provided that if any brother or sister is not
then living, his or her share shall be distributed to
his or her then living issue, per stirpes, and

               5.   Estate of the Participant.
     A Participant's beneficiary shall receive the
Participant's Accrued Benefit in a single payment.  The
beneficiary may select the date of payment, subject to
the following rules:

               a.   A beneficiary may elect to receive
payment on any date that is a reasonable time after the
Participant's death.

               b.   Payment to the beneficiary shall be
made by December 31 of the calendar year in which the
fifth anniversary of the Participant's death occurs,
except that payment may extend beyond that five-year
period if the Participant designated a beneficiary who
is the Participant's Spouse, and that beneficiary
elects to have payments commence not later than the
later of (a) December 31 of the calendar year in which
the Participant would have attained age 70 and a half
or (b) December 31 of the calendar year in which the
fifth anniversary of the Participant's death occurs.

     The beneficiary's selection of the date of payment
shall be
<PAGE>
in writing on a form furnished by the Committee.  If
the beneficiary is the Participant's Spouse and the
Spouse elects to postpone payment of the Participant's
Accrued Benefit, the Spouse shall designate a
beneficiary or beneficiaries in accordance with the
provisions of this Paragraph B as if the Spouse was the
Participant.  If such Spouse dies before payment is
made hereunder, the provisions of this Paragraph B
shall be applied as if the Spouse was the Participant.

     If the Participant's beneficiary fails to make a
written election as to the time of payment before
December 31 of the calendar year in which the fifth
anniversary of the Participant's death occurs, and the
Participant did not designate his Spouse as
beneficiary, the Committee shall direct the Trustee to
pay the benefit in a single sum to the Participant's
beneficiary not later than such December 31.  If the
Participant's Spouse as designated beneficiary fails to
make a written election as to the time of payment
before the later of (i) December 31 after the
Participant would have attained age 70 and a half or
(ii) December 31 of the calendar year in which the
fifth anniversary of the death of the Participant
occurs, the Committee shall direct the Trustee to
distribute the Participant's Accrued Benefit in a
single sum on or before the later of December 31 of the
calendar year in which the Participant would have
attained age 70 and a half or December 31 of the
calendar year in which the fifth anniversary of the
death of the Participant occurs.

     A payment hereunder shall be valued as provided in
Article V, Paragraph B, of the Plan.

     C.   Disability.  Disability means that a
Participant, by reason of mental or physical
disability, is incapable of further employment by the
Employer.  In the event of disability said
Participant's Accrued Benefit shall be distributed to
him if he so elects in the form of a single payment
valued in the same manner as if he had attained full
retirement age as provided in Paragraph A(4) above.
Disability shall be established to the satisfaction of
the Administrative Committee.

     D.   Termination of Employment.  In the event a
Participant voluntarily or involuntarily terminates
employment with a nonforfeitable Accrued Benefit of
$3,500 or less, the Participant shall be paid such
Accrued Benefit in a single payment as soon as is
reasonably possible after the date he terminates
employment.  If the Participant's nonforfeitable
Accrued Benefit exceeds $3,500 at the time it first
becomes available for distribution, such benefit shall
be paid as provided in Paragraph A(4) of this Article
within 60 days after the close of the Plan Year in
which the Participant attains Normal Retirement Age,
unless the Participant consents to an earlier
distribution or elects to defer payments as provided in
Paragraph A(3) of this Article.

     The Committee shall file such reports with the
Secretary of Labor and Treasury and provide such
information to a terminated Plan Participant as is
required by law and regulations.

     E.   Time of First Payment.  Upon death,
attainment of normal retirement age by a Participant
who has separated from service with the Employer,
termination of employment with a vested Accrued Benefit
of less than $3,501, or receipt by the Committee of a
disabled Participant's election to receive disability
benefits, distribution of an affected Participant's
nonforfeitable Accrued Benefit shall commence as soon
as is reasonably possible, but in no event shall
distribution commence later than sixty (60) days
following the Plan Year during which such
aforementioned event occurs, provided that if a
Participant or beneficiary is entitled to elect to
defer receipt of such a distribution pursuant to the
provisions of Paragraphs A(3) or B of this Article VII
and such an election is made, commencement of benefits
shall be deferred to the date elected by the
Participant or beneficiary.

     F.   Distribution of Allocation Attributable to
Last Year of Participation.  The amount, if any,
allocated to the Participant's account for the Plan
Year in which an event described in Paragraph E occurs
shall be paid no later than sixty days after the end of
such Plan Year, unless the Participant or beneficiary
elects to defer the commencement of benefits in
accordance with Paragraph A(3) or B of this Article
VII, or fails to consent to the distribution as
required by this Article.

     G.   Distribution to Persons Under Disability.
Distributions to minors or incompetents may be made by
the Trustee either (1) directly to the minor, (2) to
the legal guardians of the minor or incompetent, or (3)
to the parent of the minor.  The Trustee shall not be
required to see to the application of any such
distribution so made to any of said persons, but the
Trustee's receipts therefor shall be a full discharge
of the Trustee.

     H.   No Reduction in Benefits by Reason of
Increase in Social Security Benefits.  Notwithstanding
any other provision of the Plan, in the case of a
Participant who is receiving benefits under the Plan,
or in the case of a Participant who has terminated
employment with the Employer and who has a
nonforfeitable Accrued Benefit, such benefits will not
be decreased by reason of any increase in the benefit
levels payable under Title II of the Social Security
Act.

                          ARTICLE VIII
                 Provision Against Anticipation
     A.   No Alienation of Benefits.  Until
distribution pursuant to the terms hereof and except as
hereinafter provided in this Article VIII, no
Participant shall have the right or power to alienate,
anticipate, commute, pledge, encumber, or assign any of
the benefits, proceeds, or avails of the funds set
aside for him under the terms of this Plan, and no such
benefits, proceeds, or avails shall be subject to
seizure by any creditor of the eligible Employee under
any writ or proceedings at law or in equity.
<PAGE>
     B.   Qualified Domestic Relations Orders.
Notwithstanding any other Plan provision, the following
procedures shall apply when any domestic relations
order (entered on or after January 1, 1985) is received
by the Plan with respect to a Participant.

          1.   The Committee shall promptly notify the
Participant, and (a) each person named in the order as
entitled to payment of Plan benefits, and (b) any other
person entitled to any portion of the Participant's
Plan benefits (persons referred to in (a) and (b) are
hereafter alternate payees) of the receipt of such
order and of the Committee's procedures for determining
the qualified status of the order.  The Committee shall
permit each alternate payee to designate a
representative for receipt of copies of notices.

          2.   Immediately upon receipt of such order,
the Committee shall direct the Trustee to segregate in
a separate account the amounts which are in pay status
and which are payable to the alternate payee under the
order.

          3.   The Committee shall meet promptly after
receipt of the order and determine whether the order is
a Qualified Domestic Relations Order.  The Committee
shall promptly notify the Participant and each
alternate payee of its decision.  A Qualified Domestic
Relations Order is any judgment, decree or order
(including approval of a property settlement agreement)
that:

               a.   Relates to the provision of child
support, alimony payments, or marital property rights
to a spouse, former spouse, child or other dependent of
a Participant;

               b.   Is made pursuant to a State
domestic relations law (including a community property
law);

               c.   Creates or recognizes the existence
of an alternate payee's right to receive all or a
portion of a Participant's Plan benefits;

               d.   Clearly specifies (i) the name and
last known mailing address, if any, of the Participant,
and the name and mailing address of each alternate
payee covered by the order; (ii) the amount or
percentage of the Participant's benefits to be paid by
the Plan to each alternate payee, or the manner in
which the amount or percentage is to be determined;
(iii) the number of payments or period to which the
order applies; and (iv) the plan to which the order
applies;

               e.   Does not require the Plan to
provide any form of benefit not otherwise provided by
the Plan or any increased benefits, and does not
require the payment of benefits to an alternate payee
which are required to be paid to another alternate
payee under another order previously determined to be a
Qualified Domestic Relations Order.
<PAGE>
          4.   The Committee's decision shall be final
unless the Participant or an alternate payee gives
written notice of appeal within 60 days after receipt
of the Committee's decision.

          5.   If within 18 months an order is finally
determined to be a Qualified Domestic Relations Order,
the segregated amounts plus interest (if any) shall be
paid to the persons entitled thereto, and thereafter
the alternate payee shall receive payments pursuant to
the terms of the order.  Amounts subject to the order
which are not in pay status shall be transferred to a
separate account in the name of the alternate payee and
thereafter held for such payee's benefit pursuant to
the terms of the order.  If within 18 months the order
is determined not to be a Qualified Domestic Relations
Order, or if the issue has not been finally determined,
the Committee shall pay the segregated amounts to the
person who would have been entitled thereto if there
had been no order.  Any determination that an order is
qualified after the close of the 18 month period shall
be applied prospectively only.

          6.   The Committee's procedures shall
generally conform to the Plan's claims procedures.

                           ARTICLE IX
                     Loans to Participants

     A Participant may obtain a loan from his or her
Deferred Income Contribution Account, pre-1996 Employer
Matching Contribution Account, and Rollover Account
under the Plan in accordance with the terms of the
written participant loan program established by the
Committee, the terms and conditions of which are
included in the Summary Plan Description and
incorporated herein by reference.  No loan shall be
made which does not meet the following requirements:

     A.   A Participant shall apply for a loan in
accordance with such procedures as the Committee shall
require.

     B.   The total amount of the loan, together with
the outstanding balance of all other Plan loans to the
Participant, shall not exceed the lesser of (1) $50,000
reduced by the excess, if any, of the highest
outstanding balance of loans during the one year period
ending on the day before the loan is made over the
outstanding balance of loans from the Plan on the date
on which such loan was made, or (2) one-half of the sum
of the Participant's vested Deferred Income
Contribution Account, vested pre-1996 Employer Matching
Contribution Account, and Rollover Account.  For
purposes of the dollar limitations imposed by this
Paragraph B, all plans maintained by the Employer and
any trade or business which is a member of a controlled
group of trades or businesses or an affiliated service
group under Code Sections 414(b), 414(c) and 414(m)
shall be treated as one Plan.

     C.   Each loan shall bear interest at a
commercially reasonable rate as determined by the
Committee.  In determining the interest rate, the
Committee shall consider interest rates being charged
by local financial institutions for similar loans with
similar collateral.
<PAGE>
     D.   Each loan shall have a definite maturity date
and shall be repayable in level installment payments
not less frequently than quarterly.  The term for
repayment shall not exceed five years unless the loan
is used to acquire a dwelling unit which within a
reasonable time (determined at the time the loan is
made) is to be used as the principal residence of the
applicant.  In that case, the Committee will determine
the term for repayment of such a loan, which shall not
exceed the term normally available through financial
institutions offering such loans in similar amounts
with similar collateral.

     E.   Interest paid on the loan shall accrue to the
account of the Participant.  All loans outstanding to a
Participant shall be secured by not more than 50% of
the sum of the Participant's  vested Deferred Income
Contribution Account, vested pre-1996 Employer Matching
Contribution Account, and Rollover Account, with the
determination being made as of the date of the loan
approval.  The Participant's loan payments shall be
reallocated among the Plan investment funds in
accordance with the Participant's most recent
investment directions made pursuant to Article XI of
the Plan.

     F.   Loans shall be available to all Participants
on a reasonably equivalent basis.  Credit-worthiness
may be considered.

     G.   Loans shall not be made available to Plan
Participants who are Highly Compensated Employees (as
defined in Section 414(q)) in amounts greater than the
amount made available to other Plan Participants based
upon a uniform percentage of nonforfeitable Accrued
Benefits.

     H.   If an event occurs which results in a
distribution (other than an in-service distribution) to
any Participant or former Participant or to a
beneficiary and a loan to such Participant is
outstanding, the unpaid loan balance, including
interest accrued thereon to the date of the
distribution shall be deducted from the amount of the
distribution.  A Participant may prepay his loan in
full at any time without penalty.
<PAGE>
     I.   A Participant may have only one outstanding
loan at a time.  The minimum loan that may be made to a
Participant is $1,000 (not more than $1,000.)

                           ARTICLE X
                   Administrative Committee -
               Named Fiduciary and Administrator

     A.   Appointment of Committee.  The Board of
Directors of the Employer shall appoint an
Administrative Committee of not fewer than three (3)
persons.  The Committee shall perform administrative
duties set forth in part hereinafter and serve for such
terms as the Board of Directors may designate or until
a successor has been appointed or until removal by the
Board of Directors.  The Board of Directors shall
advise the Trustee in writing of the names of the
members of the Committee and any changes thereafter
made in the membership of the Committee.  Vacancies due
to resignation, death, removal, or other causes shall
be filled by the Board of Directors.  Members shall
serve without compensation for service.  All reasonable
expenses of the Committee shall be paid by the
Employer.  The number of Committee members may be
changed by the Board of Directors of the Employer at
any time.

     B.   Committee Action.  The Committee shall choose
a secretary who shall keep minutes of the Committee's
proceedings and all data, records, and documents
pertaining to the Committee's administration of the
Plan.  The Committee shall act by a majority of its
members at the time in office, and such action may be
taken either by a vote at a meeting or in writing
without a meeting.  The Committee may by such majority
action authorize its secretary or any one or more of
its members to execute any document or documents on
behalf of the Committee, in which event the Committee
shall notify the Trustee in writing of such action and
the name or names of those so designated.  The Trustee
thereafter shall accept and rely conclusively upon any
direction or document executed by such secretary,
member, or members as representing action by the
Committee until the Committee shall file with the
Trustee a written revocation of such designation.  A
member of the Committee who is also a Participant
hereunder shall not vote or act upon any matter
relating solely to himself.

     C.   Rights and Duties.  The Committee shall be
the Plan administrator and named fiduciary of the Plan
and shall have the power and authority in its sole,
absolute and uncontrolled discretion to control and
manage the operation and administration of the Plan and
shall have all powers necessary to accomplish these
purposes. The responsibility and authority of the
Committee shall include but shall not be limited to the
following:

          1.   Determining all questions relating to
the eligibility of Employees to participate;

          2.   Computing and certifying to the Trustee
the amount and kind of benefit payable to Participants,
Spouses and beneficiaries;
<PAGE>

          3.   Authorizing all disbursements by the
Trustee from the Trust;

          4.   Establishing and reducing to writing and
distributing to any Participant or beneficiary a claims
procedure, and administering that procedure including
the processing and determination of all appeals
thereunder;

          5.   Maintaining all necessary records for
the administration of the Plan other than those which
the Trustee has specifically agreed to maintain
pursuant to this Plan and Trust Agreement; and

          6.   Interpretation of the provisions of the
Plan and publication of such rules for the regulation
of the Plan as in the Committee's sole, absolute and
uncontrolled discretion are deemed necessary and
advisable and which are not inconsistent with the terms
of the Plan or ERISA.

     D.   Investments.  The Committee shall be a named
fiduciary with the power (1) to select separate
investment funds to be communicated to Participants,
who shall have the right to allocate assets in their
Deferred Income Contribution Accounts, Pre-1996
Employer Matching Contribution Accounts and Rollover
Accounts, if any, among the Plan Funds; (2) to monitor
the investment performance of those Funds; and (3) with
respect to Participants who do not allocate assets in
such Accounts among the Plan Funds, to select the
Fund(s) in which such assets shall be invested.

     The Committee shall not be liable for any loss or
for any breach of fiduciary responsibility which
results from a Participant's exercise of control over
all or part of the investments of his Plan Accounts.
Where a Participant is directing the investment of all
or part of his Accounts, the Committee shall have no
responsibility to maintain diversification of the self-
directed portion of such Accounts.

     E.   Information - Reporting and Disclosure.  To
enable the Committee to perform its functions, the
Employer shall supply full and timely information to
the Committee on all matters relating to the
compensation of all Participants, their continuous
regular employment, their retirement, death, or the
cause for termination of employment, and such other
pertinent facts as the Committee may require, and the
Committee shall furnish the Trustee such information as
may be pertinent to the Trustee's administration of the
Plan.  The Committee as Plan Administrator shall have
the responsibility of complying with the reporting and
disclosure requirements of ERISA to the extent
applicable.
<PAGE>
     F.   Standard of Care Imposed Upon the Committee.
The Committee shall discharge its duties with respect
to the Plan solely in the interest of the Participants
and beneficiaries and (1) for the exclusive purpose of
providing benefits to Participants and their
beneficiaries and defraying reasonable expenses of the
Plan; (2) with the care, skill, prudence, and diligence
under the circumstances then prevailing that a prudent
man acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of
like character and with like aims; and (3) in
accordance with the Plan provisions.

     G.   Allocation and Delegation of Responsibility.
The Committee may by written rule promulgated under
Paragraph C above allocate fiduciary responsibilities
among Committee members and may delegate to persons
other than Committee members the authority to carry out
fiduciary responsibilities under the Plan, provided
that no such responsibility shall be allocated or
delegated to the Trustee without its written consent.

     In the event that a responsibility is allocated to
a Committee member, no other Committee member shall be
liable for any act or omission of the person to whom
the responsibility is allocated except as may be
otherwise required by law.  If a responsibility is
delegated to a person other than a Committee member,
the Committee shall not be responsible or liable for an
act or omission of such person in carrying out such
responsibility except as may otherwise be required by
law.

     H.   Bonding.  Where required by law, each
fiduciary of the Plan and every person handling Plan
funds shall be bonded.  It shall be the obligation of
the Committee to assure compliance with applicable
bonding requirements.  The Trustee shall not be
responsible for assuring compliance with the bonding
requirements.

     I.   Claims Procedure.  As required by
Paragraph C, the Committee shall establish a claims
procedure which shall be reduced to writing and
provided to any Participant or beneficiary whose claim
for benefits under the Plan has been denied.  The
procedure shall provide for adequate notice in writing
to any such Participant or beneficiary and the notice
shall set forth the specific reasons for denial of
benefits written in a manner calculated to be
understood by the Participant or beneficiary.  The
procedure shall afford a reasonable opportunity to the
Participant or beneficiary for a full and fair review
by the Committee of the decision denying the claim.
The Trustee shall have no responsibility for
establishing such a procedure or assuring that it is
carried out.

     J.   Funding Policy.  The Committee shall be
responsible for establishing and carrying out a funding
policy for the Employer's Plan.  In establishing such a
policy, the short-term and long-term liquidity needs of
the Plan shall be determined to the extent possible by
considering among other factors the anticipated
retirement date of Participants, turnover and
contributions to be made by the
<PAGE>
 Employer.  The funding policy and method so
established shall be communicated to the Trustee.

     K.   Indemnification.  The Employer does hereby
indemnify and hold harmless each Committee member from
any loss, claim, or suit arising out of the performance
of obligations imposed hereunder and not arising from
said Committee member's willful neglect or misconduct
or gross negligence.

                           ARTICLE XI
                   Investment of Trust Funds

     A.   Allocations and Transfers.  For investment
purposes, each Participant shall have the right to
allocate contributions made to his Deferred Income
Contribution Account, pre-1996 Employer Matching
Contribution Account, and Rollover Account, if any,
among the Plan Funds selected by the Committee in
accordance with rules adopted by the Committee and
uniformly applied.  A Participant may transfer amounts
in his Deferred Income Contribution Account, pre-1996
Employer Matching Contribution Account, and Rollover
Account, if any, from one Fund to another in such
increments and at such times as shall be provided by
rules adopted by the Committee with the consent of the
Trustee and uniformly applied.  With respect to the
assets in such accounts of Participants who do not
allocate contributions on their behalf among the Plan
Funds, the Committee will select the Funds in which
such assets will be invested.  Notwithstanding the
foregoing, a Participant's post-1995 Employer Matching
Contribution Account shall be invested in the Crane Co.
Common Stock Fund on and after the date the Crane Co.
Common Stock Fund is established, and a Participant may
not transfer amounts in such Account to any other Fund.

          1.  Crane Co. Common Stock Fund.  The Board
of Directors of the Employer may direct the Committee
to establish a Crane Co. Common Stock Fund designed to
invest primarily in common stock of Crane Co., the
Employer's parent corporation.  Plan assets invested in
the Crane Co. Common Stock Fund and dividends on stock
acquired with such assets shall be invested in shares
of Crane Co. common stock purchased on the open market,
or from other Participants who are making transfers or
who are receiving cash distributions, withdrawals or
loans from the Plan, at a price equal to the closing
price of the stock on the business day prior to the
business day on which the distribution or transfer is
processed.  Pending any purchase of Crane Co. common
stock, the Trustee shall, after making provision for
any current cash needs of the Crane Co. Common Stock
Fund, invest any such cash contributions in short-term
fixed-income obligations.  Purchases of Crane Co.
common stock shall first be made from Participants who
are making transfers or who are receiving cash
distributions, withdrawals or loans from the Plan, at a
price equal to the closing price of the stock on the
business day prior to the business day on which the
distribution or transfer is processed.  When Crane Co.
common stock is purchased on the open market through
normal trading on the stock exchange, the purchases
usually will be made every two weeks and that stock
will be allocated to Participants' accounts
<PAGE>
based on the prices at which purchases were made.

     Purchases of Crane Co. common stock shall be
subject to such restrictions as to volume and time of
purchase as are necessary to avoid influencing the
market for such common stock under the Securities
Exchange Act of 1934.  Upon the written request of the
Employer, the Trustee shall employ an agent or agents
to purchase Crane Co. common stock, in such amount and
for such time period as the Employer shall specify in
its request.  The fees of such purchasing agent or
agents shall, unless paid by the Employer, be paid from
the Crane Co. Common Stock Fund.  The Trustee shall
retain Crane Co. common stock acquired for the Crane
Co. Common Stock Fund regardless of fluctuations in
value.  The Trustee shall have no authority or
responsibility to sell or dispose of Crane Co. common
stock in such Fund, except in the normal course of Fund
administration to satisfy distribution, transfer,
withdrawal requirements, or Administrative Committee
directions pursuant to provisions of this Plan and
Trust.  The Trustee may cause any securities or other
property, from time to time, held by it to be
registered in, or transferred into, the individual name
of the Trustee, without any indication of its fiduciary
capacity, or in the name of its nominee, or it may
retain them unregistered and in form permitting
transferability by delivery, but the books and the
records of the Trust shall at all times show that all
such investments are part of the Fund.

     2.  Voting of Crane Co. Common Stock.

          a.   Participant Direction.  Each Participant
may direct the Plan recordkeeper how all shares of
Crane Co. common stock allocated to the Accounts of the
Participant and invested in the Crane Co. Common Stock
Fund shall be voted.

          b.   Information to Participants.  Before
each meeting of Crane Co. shareholders, the Plan
recordkeeper shall obtain from Crane Co. any proxy
solicitation materials Crane Co. may have prepared.
Upon receipt of such material, the Plan recordkeeper
shall distribute copies to each Participant having
shares of Crane Co. common stock allocated to his
Accounts as of the record date for vote of the
shareholders, together with a form prepared by the Plan
recordkeeper by which the Participant may direct the
Plan recordkeeper how the shares allocated to his
Accounts shall be voted.  The Plan recordkeeper shall
also distribute to Participants copies of materials
prepared and submitted to the Plan recordkeeper by
parties other than Crane Co. regarding any contested
matter under consideration, together with a similar
instruction form prepared by the Plan recordkeeper.

          c.   Voting.  The Plan recordkeeper shall
tabulate the voted proxies and shall instruct the
Trustee how such proxies are to be voted.  If
instructions are not timely received by the Plan
recordkeeper with respect to any such stock, the
Trustee shall vote the uninstructed allocated Crane Co.
stock and any unallocated Crane Co. stock in the same
proportion as the Trustee was instructed to vote with
respect to the allocated Crane Co.
<PAGE>
stock for which it received voting instructions from
Participants.

          d.   Confidentiality.  The Plan recordkeeper
shall keep Participant voting directions in confidence.
The Plan recordkeeper shall not reveal or release any
individual Participant voting directions to Crane Co.,
the Employer or any other party.  Notwithstanding the
foregoing, the Trustee may inform Crane Co. or a
contesting party, at the request of either of them, of
the number of shares of Crane Co. common stock for
which voting instructions have been received at a given
point in time and how such shares are to be voted.

     3.   Tender Offers for Crane Co. Common Stock.

          a.   Sale of Stock.  In the event of a
transaction involving Crane Co. common stock evidenced
by the filing of a Schedule 14D-1 with the Securities
and Exchange Commission (SEC) or any other similar
transaction (such transaction is referred to as "Tender
Offer" and the date relevant documents are first filed
with the SEC is referred to as the "Filing Date"), the
Trustee shall sell, convey, or transfer Crane Co.
common stock pursuant to the Tender Offer only in
accordance with the written instructions of the Plan
recordkeeper as provided in this Section.

          b.   Suspension of Share Purchases.  In the
event of a Tender Offer, the Trustee shall suspend all
purchases of Crane Co. common stock on and after the
Filing Date and until the termination of the Tender
Offer.  During such period, the Trustee shall invest
available cash in short-term fixed-income obligations.
All shares purchased through the Filing Date and any
remaining cash shall be allocated to the accounts of
Participants as if the Filing Date was a Valuation
Date.

          c.   Information to Participants.  The Plan
recordkeeper shall request confidential written
instructions from Participants who wish to tender Crane
Co. common stock allocated to their Accounts pursuant
to the Tender Offer.  In seeking such instructions, the
Plan recordkeeper shall distribute and make available
to each affected Participant any portion of the
following materials deemed relevant by the Trustee:

               (1)  A copy of the description of the
     terms and conditions of the Tender Offer filed
     with the SEC on Schedule 14D-1.

               (2)  If requested by Crane Co., a
     statement from Crane Co. management setting forth
     its position with respect to the Tender Offer
     which is filed with the SEC on Schedule 14D-9
     and/or a communication from Crane Co. given
     pursuant to 17 C.F.R. 240.14d-9(e), as amended.

<PAGE>              (3)  An instruction form to be used
     by any Participant who wishes to instruct the Plan
     recordkeeper to tender the shares of Crane Co.
     common stock allocated to the Participant's
     Accounts in response to the Tender Offer.  The
     instruction form shall state that (i) if the
     Participant fails to return the instruction form
     to the Plan recordkeeper by the indicated
     deadline, the Plan recordkeeper will not instruct
     the Trustee to tender the shares of Crane Co.
     common stock allocated to the Participant's
     account and (ii) the Participant's directions to
     the Plan recordkeeper shall be confidential.

               (4)  Such additional material or
     information as the Plan recordkeeper may consider
     necessary to assist the Participant in completing
     or delivering the instruction form (and any
     amendments thereto) to the Plan recordkeeper on a
     timely basis.

          d.   Payment.  The Plan recordkeeper shall
have the right to require payment in advance by Crane
Co. and the party making the Tender Offer of all
reasonably anticipated expenses of the Plan
recordkeeper in connection with the distribution of
information to and the processing of instructions
received from Participants.

          e.   Follow-Up Efforts; Other Information.
The Plan recordkeeper shall make such reasonable follow-
up efforts including, without limitation, additional
mailings or deliveries, bulletins, postings in work
areas, as the Plan recordkeeper considers appropriate
under the circumstances to ensure that each Participant
is made aware of his right to respond to the Tender
Offer.

          f.   No Recommendations.  Neither the
Administrative Committee nor the Plan recordkeeper
shall express any opinion or give any advice or
recommendation to any Participant concerning the Tender
Offer, nor shall they have any authority or
responsibility to do so.  The Plan recordkeeper has no
duty to monitor or police the party making the Tender
Offer or Crane Co. in promoting or resisting the Tender
Offer.  However, if the Plan recordkeeper or the
Trustee becomes aware of activity which on its face
reasonably appears to the Plan recordkeeper or the
Trustee to be materially false, misleading, or
coercive, the Trustee and the Plan recordkeeper shall
demand promptly that the offending party take prompt,
appropriate corrective action.  If the offending party
fails or refuses to take appropriate corrective action,
the Trustee and the Plan recordkeeper shall communicate
with affected Participants in such manner as it deems
advisable.

          g.   Tender of Stock.  The Trustee shall
sell, convey, or transfer allocated Crane Co. common
stock pursuant to the terms of the Tender Offer as
directed by the Plan recordkeeper.  If the Plan
recordkeeper does not receive instructions from a
Participant (or beneficiary or estate) regarding any
such Tender Offer for allocated Crane Co. common stock,
the Trustee shall have no discretion in such matter and
shall take no action with respect to such Tender Offer
for such allocated Crane Co. common stock.  The Plan
recordkeeper and the Trustee shall take no action as to
any unallocated Crane Co. common stock with respect to
such Tender Offer.
<PAGE>
          h.   Confidentiality.    The Plan
recordkeeper shall keep Participant instructions to
tender Crane Co. common stock in confidence.  The Plan
recordkeeper shall not reveal or release any individual
Participant instructions to Crane Co., the Employer,
the Administrative Committee or any other party.
Notwithstanding the foregoing, the Plan recordkeeper
the Trustee may inform Crane Co. or the party making
the Tender Offer at the request of either of them, of
the number of shares of Crane Co. common stock for
which instructions to tender have been received at a
given point in time.  If some but not all Crane Co.
common stock is sold pursuant to the Tender Offer, the
Employer, the Administrative Committee and the Trustee
shall take such action as is necessary to maintain the
confidentiality of the Participant records including
without limitation, establishment of security systems
and procedures which restrict access to Participant
records, and, if necessary, retention of an independent
agent to maintain such records.  If an independent
recordkeeping agent is retained, such agent must agree
not to disclose the composition of any Participant
accounts to Crane Co., its officers, directors,
employees and representatives.

          i.   Investment of Proceeds.  If Crane Co.
common stock is sold pursuant to the Tender Offer,
proceeds received by the Trustee shall be credited to
the Accounts of the affected Participants and invested
in short-term fixed-income investments.

          j.   Participant Is Named Fiduciary.  For
purposes of exercising voting rights and/or responding
to a Tender Offer, each Participant shall be a named
fiduciary under ERISA with respect to the Crane Co.
common stock credited to his Accounts.

     B.   Standard of Care Imposed Upon Trustee.  The
Trustee shall discharge its investment responsibilities
hereunder solely in the interests of the Participants
and beneficiaries and (1) for the exclusive purpose of
providing benefits to Participants and their
beneficiaries, and defraying reasonable expenses of
administering the Plan; (2) with the care, skill,
prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct
of an enterprise of a like character and with like
aims; (3) by diversifying the investments of the Plan
so as to minimize the risk of large losses; and (4) in
accordance with the terms of this Plan and Trust
Agreement.

     The Trustee shall not be liable for any loss or
for any breach of fiduciary responsibility which
results from a Participant's exercise of control over
all or part of the investment of his Plan Accounts.
Where a Participant is directing the investment of all
or part of his Accounts, the Trustee shall have no
responsibility to maintain diversification of the self-
directed portion of such Accounts.

                          ARTICLE XII
                  Powers and Duties of Trustee

     A.   Powers of Trustee.  Except as otherwise
provided in Article XI, the Trustee shall have the
power with regard to Trust property:

          1.   to sell, convey, transfer, mortgage,
pledge, lease, or otherwise dispose of the same without
the approval of any court and without obligation upon
any person dealing with the Trustee to see to the
application of any money or other property delivered to
it;

          2.   to exchange property or securities for
other property or securities;

          3.   to keep any or all securities or other
property in the name of a nominee;

          4.   to vote, either in person or by proxy,
any shares of stock held as part of the assets of this
Trust;

          5.   to collect the principal or income of
the Trust as the same shall become due and payable and,
if necessary, to take such legal action as it
determines to be in the best interest of the Trust to
collect any sum of money due the Trust. The Trustee
shall be under no obligation to commence suit unless it
shall have been first indemnified by the Trust Fund
with respect to expenses or losses to which it may be
subjected through taking such action;

          6.   to borrow money for Trust purposes and
to have power to execute and deliver notes, mortgages,
pledges, or other instruments as may be necessary in
connection therewith;

          7.   to pay the expenses of the Trust out of
the Fund, including any taxes and reasonable
compensation for its services as Trustee, if and to the
extent that the Employer does not pay such expenses and
compensation; and

          8.   generally to do all such acts, execute
all such instruments, take all such proceedings, and
exercise all such rights and privileges with relation
to the assets of the Trust as it deems necessary to
carry out its obligations hereunder to the extent
consistent with the rights of Participants and
beneficiaries and the standard of care imposed by
Paragraph B of Article XI.

     B.   Annual Accounts.  The Trustee within a
reasonable period following the close of each Plan Year
of the Trust (not to exceed 120 days) shall render to
the Employer and to the Committee a certified account
of its administration of the Trust during the preceding
year which shall include such information maintained by
the Trustee which is necessary to enable the Plan
Administrator to comply with the reporting requirements
of federal law.  The Trustee is hereby relieved of all
obligations of the Trustees Accounting Act of the State
of Washington.
<PAGE>

     C.   Notices and Directions.  Whenever a notice or
direction is given to the Trustee, the instrument shall
be signed in the name of the Committee as authorized in
Paragraph B of Article X.  The Trustee shall be
protected in acting upon any such notice, resolution,
order, certificate, opinion, telegram, letter, or other
document believed to be genuine and to have been signed
by the proper party or parties and may act thereon
without notice to any Participant and without
considering the rights of any Participant.  The Trustee
shall not be required to determine or make any
investigation to determine the identity or mailing
address of any person entitled to benefits under the
Plan and shall send checks and other papers to such
persons at addresses as may be furnished it by the
Committee.  Provided, that, a notice or direction by a
Participant who has elected to direct the investment of
his individual Plan Accounts shall be signed by the
Participant, and the Trustee shall be protected in
acting upon any such notice, resolution, order,
certificate, opinion, telegram, letter or other
document believed to be genuine and to have been signed
by the Participant and may act thereon without notice
to any Participant.

                          ARTICLE XIII
                       Trust Construction

     This agreement shall be construed in accordance
with ERISA and regulations issued thereunder and, to
the extent applicable, the laws of the State of
Washington.

                          ARTICLE XIV
                      Liability of Trustee

     A.   Actions of Trustee Conclusive.  In the
performance of its duties under this Trust, the Trustee
shall exercise good faith and comply with the standard
of care imposed upon it and with the terms of this
agreement.  The Trustee shall have the authority to
interpret its responsibilities hereunder and in the
absence of fraud or breach of fiduciary responsibility,
the Trustee's interpretation shall be conclusive.  In
case any dispute or doubt arises as to the Trustee's
rights, liabilities or duties hereunder, the Trustee
may employ counsel and take the advice of such counsel
as it may select and shall be fully protected in acting
upon and following such advice except to the extent
otherwise provided by law.  The Trustee shall be
entitled to reimburse itself from the Trust Fund for
reasonable expenses thereby incurred.
<PAGE>
     B.   Distributions by Trustee.  Until the Trustee
receives written notice of any agreement or occurrence
having effect upon any rights hereunder, including but
not limited to birth, marriage, divorce, death, and/or
agreements between Spouses, the Trustee shall incur no
liability for distributions made pursuant to the
Committee's instructions.

                           ARTICLE XV
               Resignation and Removal of Trustee

     A.   Resignation.  The Trustee may resign at any
time by giving the Employer one-hundred twenty (120)
days' written notice of such resignation, sent by
registered mail, addressed to the last known offices of
the Employer, and in such event the Employer shall
designate a successor Trustee within one-hundred twenty
(120) days, failing in which the Trustee shall petition
the Superior Court of the State of Washington to
designate a successor Trustee, which successor Trustee
may be a corporate Trustee or an individual Trustee.

     B.   Removal.  The Employer may, by action of its
Board of Directors, remove a Trustee, with or without
cause, by giving the Trustee at least one-hundred
twenty (120) days' written notice and by appointing a
successor Trustee or Trustees, corporate or individual,
or any combination of Trustees.

     C.   Waiver.  The Trustee and the Employer may
agree to waive such written notice or may cause a
resignation or removal to become effective before the
running of the notice period.

     D.   Settlement of Account.  In the case of the
resignation or removal of the Trustee, the Trustee
shall have the right to a settlement of its account,
which may be made, at the option of the Trustee, either
(1) by judicial settlement in an action instituted by
the Trustee in a court of competent jurisdiction, or
(2) by agreement of settlement between the Trustee,
Committee, and the Employer.  Upon such settlement, all
right, title, and interest of such Trustee in the
assets of the Trust and all rights and privileges under
this agreement theretofore vested in such Trustee shall
vest in the successor Trustee, and thereupon all of
such Trustee's responsibility hereunder shall
terminate, provided, however, that the Trustee shall
execute, acknowledge, and deliver all documents and
written instruments which are necessary to transfer and
convey the right, title, and interest in the trust
assets and all rights and privileges to the successor
Trustee.
<PAGE>

     E.   Duties Before and After Successor's
Appointment. Pending appointment of any successor
Trustee and acceptance of such appointment, the
remaining Trustee or Trustees shall have full power and
authority to take any action hereunder.  Upon accepting
appointment as a successor Trustee, the successor
Trustee shall have the same duties and obligations as
those imposed upon the Trustee by this Agreement,
provided, however, no successor Trustee shall be liable
or responsible for anything done or omitted in the
administration of the Fund prior to the date he became
Trustee.

                          ARTICLE XVI
                             Suits

     If any person or party to this agreement shall
request the Trustee to bring any action at law or suit
in equity to determine any of the provisions or rights
arising out of this agreement, the Trustee shall not be
obligated to bring such suit unless the Trustee is
fully indemnified for all costs of such action,
including a reasonable sum for attorneys' fees.

                          ARTICLE XVII
                   Mergers and Consolidations

     In the case of any merger or consolidation with
any other plan or a transfer of assets or liabilities
to any other plan, each Participant shall be entitled
to receive a benefit immediately after such a merger,
consolidation or transfer, which is equal to the
benefit he would have been entitled to immediately
before if the Plan had been terminated.

                         ARTICLE XVIII
          Amendment and Termination of Plan and Trust

     A.   Right to Amend and Terminate.  The Employer
represents that the Plan is intended to be a continuing
and permanent program for Participants, but reserves
the right to terminate the Plan and Trust at any time.
The Employer may, by action of the Board, modify,
alter, or amend this Plan and Trust in whole or in
part, provided that no such modification, alteration,
or amendment shall enlarge the duties or liabilities of
the Trustee without its consent, nor reduce the
Participant's Accrued Benefit hereunder, except to the
extent permitted by Code Section 412(c)(8).  For
purposes of this Article, a Plan amendment which has
the effect of (1) eliminating or reducing an early
retirement benefit or retirement-type subsidy, or
(2) eliminating an optional form of benefit, with
respect to benefits attributable to service before the
amendment, shall be treated as reducing the Accrued
Benefit.  in the case of a retirement-type subsidy, the
preceding sentence shall apply only with respect to a
Participant who satisfies (either before or after the
amendment) the preamendment conditions for the subsidy.

     B.   No Revesting.  No termination, modification,
alteration, or amendment shall have the effect of
revesting in the Employer any
<PAGE>part of the principal or income of the Trust,
except as otherwise permitted by the Plan.

     C.   Exclusive Benefit of Employees.  At no time
during the existence of this Plan and Trust or at its
termination may any part of the Trust corpus or income
be used for or directed to purposes other than for the
exclusive benefit of the Participants hereof or their
beneficiaries.

     D.   Termination.

          1.   This Plan and Trust shall terminate upon
the occurrence of any of the following:

               a.   Written notice of the Employer to
the Trustee;

               b.   Complete discontinuance of
contributions by the
Employer;

               c.   The dissolution or merger of the
Employer unless a successor to the business agrees to
continue the Plan and Trust by executing an appropriate
agreement, in which event such successor shall succeed
to all the rights, powers and duties of the Employer.

          2.   In the event that the Employer is taken
over by a successor who agrees to continue the Plan,
the employment of any Employee who is continued in the
employ of such successor shall not be deemed to have
been terminated or severed for any purpose hereunder.
<PAGE>

          3.   Notwithstanding any provision hereof to
the contrary, upon termination or partial termination
of the Plan and Trust, or upon complete discontinuance
of contributions to the Plan, the interest of all
affected Participants and all unallocated units,
shares, or amounts shall fully vest and become
nonforfeitable.  Upon termination, the Trust Fund shall
be liquidated by the Trustee as promptly as shall then
be reasonable under the circumstances, and each
Participant shall receive his Accrued Benefit in the
form described in Article VII, Paragraph A(4), provided
that a Participant shall not receive his Deferred
Income Contribution Account, and any income thereon, on
account of Plan termination unless the Plan termination
occurs without the establishment or maintenance of
another defined contribution plan (other than an
employee stock ownership plan).

                          ARTICLE XIX
         Top Heavy Plans Defined and Other Definitions

     A.   Top Heavy Plan.  The Plan is Top Heavy and
subject to the requirements of this Article and Article
XX if for a Plan Year, as of the Determination Date,
the Accrued Benefits of Key Employees in the Plan
aggregated with the Accrued Benefits of Key Employees
in all qualified plans maintained by the Employer and
each member of the Controlled Group exceed 60% of the
Accrued Benefits of all employees (excluding Non-Key
Employees who were Key Employees in a prior plan year)
in all qualified plans maintained by the Employer and
all members of the Controlled Group which are in the
Required Aggregation Group (the Top Heavy Test).
Provided, the foregoing shall not apply and the Plan
shall not be Top Heavy if the Plan is Permissively
Aggregated and as a result the Top Heavy Test results
in a percentage of 60% or less.

     B.   Additional Definitions for Use in this
Article and Article XX.

          1.   Accrued Benefits.  Accrued Benefits
means:

               a.   for each defined contribution plan,
the Employee's account balances as of the Valuation
Date coinciding with the Determination Date, adjusted
for contributions required to be made under Code
Section 412, and to be allocated as of a date not later
than the Determination Date, although not yet
contributed; and

               b.   for each defined benefit plan, the
present value as of the Valuation Date coinciding with
the Determination Date of the employee's accrued
benefits determined pursuant to the plan's provisions.

     In computing a. and b., all benefits attributable
to Employer contributions and all benefits attributable
to Employee contributions (excluding deductible
Employee contributions, if any) are to be taken into
consideration.  All such benefits of individuals who
have not performed services for the Employer or a
member of the Controlled Group maintaining this Plan
any time
<PAGE>
during the five-year period ending on the Determination
Date are not taken into consideration.  All
distributions made in the Plan Year including the
Determination Date and in the four preceding Plan Years
are to be added back, including distributions from a
terminated plan of a member of the Controlled Group,
and excluding amounts which were rolled over or
transferred to a plan of a member of the Controlled
Group under circumstances which require such amounts to
be considered part of the accrued benefit under the
recipient plan.  Rollovers and transfers to this Plan
or a plan of a member of the Controlled Group initiated
by an Employee and made after December 31, 1983, are
not to be taken into consideration in computing a. and
b. above.  Such rollovers and transfers on or prior to
such date are to be considered.  No accrued benefits of
a Non-key Employee with respect to this Plan or any
plan aggregated under subparagraph 7 or 8 below) for a
Plan Year shall be taken into consideration if the Non-
Key Employee was a Key Employee with respect to such
plan for any prior Plan Year.

          2.   Controlled Group.  Controlled Group
means all employers required to be aggregated under
Code Section 414(b), (c) or (m).

          3.   Determination Date.  Determination Date
means the last day of the plan year preceding the plan
year in question or, in the first plan year, the last
day thereof.  Where plans other than this Plan are in
question, the Determination Date for each plan shall be
the last date of the plan year that falls within the
same calendar year.

          4.   Key Employee.  Key Employee means any
employee or former employee of an employer (including
the beneficiary of any such deceased person) who at any
time during the Plan Year or any of the four preceding
Plan Years is or was:

               a.   an officer receiving annual
Compensation greater than 50% of the dollar limit in
effect under Code Section 415(b)(1)(A) for any such
plan year.  The number of officers of all members of
the Controlled Group required to be taken into account
shall be limited to 50 employees (or, if lesser, the
greater of three or ten percent of employees) and shall
not include employees described in Code Section
414(q)(8);

               b.   one of the ten employees (i)
receiving annual Compensation greater than the dollar
limit in effect under Code Section 415(c)(1)(A) for any
such plan year and (ii) owning the largest interest of
the employer; provided that if two employees own the
same interest in the employer, the employee receiving
greater annual Compensation shall be treated as having
a larger interest;

               c.   an employee owning more than five
percent of the Employer;

               d.   an employee receiving annual
Compensation in excess of $150,000 and owning more than
one percent of the employer.
<PAGE>
     In determining ownership of an employer, the rules
of Code Section 318 shall be applied substituting 5
percent for 50 percent in subparagraph (C) of Code
Section 318(a)(2).  In the case of an unincorporated
employer, ownership shall be determined in accordance
with regulations promulgated by the Secretary of the
Treasury.  Code Section 414(b),(c) and (m) shall not
apply
for purposes of determining ownership of an employer.

          5.   Minimum Benefit Accrual.  Minimum
Benefit Accrual means a benefit payable in the form of
a life annuity at normal retirement age under a defined
benefit plan which equals not less than the lesser of
(1) 20% of average Compensation or (2) 2% of average
Compensation times Years of Service.  Average
Compensation means the average of the employee's
Compensation for the five consecutive years when the
employee had the highest aggregate Compensation.  Years
of Service prior to January 1, 1984 are not taken into
account.  A Year of Service is disregarded if the Plan
is not Top Heavy for the Plan Year ending during the
Year of Service.  Compensation in years following the
last Plan Year in which the Plan is top heavy is not
taken into account.

          6.   Non-key Employee.  Non-key Employee
means any employee who is not a Key Employee.

          7.   Permissively Aggregated.  Permissively
Aggregated means:

               a.   the Required Aggregation Group; and

               b.   such additional plans which may be
aggregated without violating the requirements of Code
Sections 410 and 401(a)(4).

          8.   Required Aggregation Group.  Required
Aggregation Group means:

               a.   all qualified plans of the employer
and each member of the Controlled Group in which a Key
Employee is a participant; and

               b.   each other qualified plan which
must be considered along with the plans in a. in order
for the Plan to meet the requirements of Code Sections
410(b) and 401(a)(4).
<PAGE>

          9.   Super Top Heavy Plan.  A Super Top Heavy
Plan is a Top Heavy Plan as defined in this Plan with
90% substituted for 60% in the Top Heavy Test.

                           ARTICLE XX
                    Additional Requirements
                 Applicable to Top Heavy Plans

     A.   Minimum Vesting Requirements.  For each Plan
Year that the Plan is subject to the provisions of this
Article, a Participant's nonforfeitable Accrued Benefit
in his Employer Matching Contribution Accounts and
Deferred Income Contribution Account shall be
immediately 100% vested and nonforfeitable.

     B.   Minimum Employer Contributions.

          1.   General Rule.  Except as provided in
subparagraphs 2. and 3. hereof, for each Plan Year that
the Plan is subject to the provisions of this Article,
each Non-key Employee Participant shall receive an
allocation, without regard to any Social Security
contribution, to his Employer Contribution Account of
the lesser of:

               a.   three percent of his Compensation
(as defined in Article II, Paragraph G), or

               b.   the highest percentage of
Compensation (as defined in Article II, Paragraph G)
allocated to the account of a Key Employee.  This
subparagraph b. shall not apply and the required
contribution shall be 3% if exclusion of the Plan from
the Required Aggregation Group would cause a defined
benefit plan in the Required Aggregation Group to fail
to meet the requirements of Code Section 401(a)(4) or
410.

     In applying this subparagraph 1., failure of a
Participant to complete a Year of Service, make
mandatory contributions, if required, or receive
Compensation sufficient to justify an allocation during
the Plan Year shall not render such Participant
ineligible to receive a minimum employer contribution
under this Paragraph B.

          2.   Exceptions.  Subparagraph 1. does not
apply with respect to a Participant who

               a.   terminates employment with the
Employer and all members of the Controlled Group prior
to the last day of the Plan Year, or


               b.   is a participant in another defined
contribution plan which is in the Required Aggregation
Group and receives an allocation to his employer
contribution account in such plan equal to the above
(for the plan year ending on or before the
Determination Date), or

               c.   is a participant in a defined
benefit plan which is in the Required Aggregation Group
and receives thereunder for the plan year the Minimum
Benefit Accrual for the plan year ending on or before
the Determination Date.
          3.   Employee Participating in Defined
Benefit Plan.  For each Non-Key Employee Participant
who is also a participant in a defined benefit plan
which is in the Required Aggregation Group and which
does not provide the Minimum Benefit Accrual for the
plan year ending on or before the Determination Date,
subparagraph 1. shall be applied substituting 5% of
compensation for subparagraphs 1.a. and b.

     4.   Specific Rules.  In determining the Minimum
Employer Contribution hereunder, the following rules
shall govern:            a.

     Compensation in excess of $200,000 (as adjusted
pursuant to Code Section 416(d) (2)) shall not be
considered.

     b.   The Non-key Employee's account will receive
the Minimum Employer Contribution notwithstanding a
waiver of the minimum funding requirements of Code
Section 412.

     c.   Tax-deferred contributions by Non-Key
Employees to a qualified plan shall be disregarded; tax-
deferred contributions by Key Employees shall be taken
into account in determining the minimum required
employer contribution hereunder.

     C.   Adjustment to Maximum Permissible Benefits
Where Employer Maintains a Defined Contribution Plan
and a Defined Benefit Plan.  If the Plan is subject to
the provisions of this Article for a Plan Year, the
number "1" shall be substituted for the number "1.25"
in the definition of defined benefit fraction and
defined contribution fraction as defined in Article V,
Paragraph C.3. hereof.  The Plan shall be subject to
the requirements of this Paragraph for any Plan Year
unless (1) the Minimum Employer Contribution required
by Paragraph B hereof is not less than 4% or the
Minimum Benefit Accrual is not less than the lesser of
3% per Year of Service or 30%, and (2) the Plan is not
a Super Top-Heavy Plan.

                          ARTICLE XXI
                  Right to Discharge Employees

     Neither the establishment of the Plan and Trust
nor any modification thereof, nor the creation of any
funds or accounts nor the payment of any benefit, shall
be construed as giving any Participant, or any other
person whomsoever, any legal or equitable right against
the Employer, the Trustee, or the Committee unless the
same shall be specifically provided for in this
agreement or conferred by affirmative action of the
Committee or the Employer in accordance with the terms
and provisions of this agreement or as giving any
Employee or Participant the right to be retained in the
service of the Employer, and all Employees shall remain
subject to discharge by the Employer to the same extent
as if this Plan and Trust had never been adopted.


                          ARTICLE XXII
                    Return of Contributions;
                Declaration of Trust Contingent
              on Internal Revenue Service Approval

     Contributions made hereto are conditioned on
deductibility by the Employer under Section 404 of the
Code, and such contributions may not be made under a
mistake of fact.

     Contributions may be returned to the Employer in
the amount involved, within one year of the mistaken
payment of the contribution, the date of denial of
qualification, or disallowance of a deduction, as the
case may be.

     This Plan and Trust shall be contingent upon a
favorable Internal Revenue Service ruling as to the
initial acceptability under Section 401(a) of the
Internal Revenue Code, as amended, and exemption from
income taxation under Section 501(a) of the Internal
Revenue Code.  In the event that the Commissioner of
Internal Revenue determine that the Plan is not
initially qualified under the Internal Revenue Code,
and if the Employer does not effect an amendment which
will cure the defect, then this Plan and Trust will
thereupon terminate and be of no further force or
effect, and the Trustee shall forthwith return to the
Employer the current value of all contributions made
incident to that initial qualification by the Employer
(plus income, less any fees or expenses allocable
thereto) within one year after the date the initial
qualification is denied, but only if the application
for the qualification is made by the time prescribed by
law for filing the Employer's return for the taxable
year in which the Plan is adopted, or such later date
as the Secretary of the Treasury may prescribe.

                         ARTICLE XXIII
                     Rollover Contributions

     Subject to such terms and conditions as may from
time to time be established by the Committee, an
Employee of the Employer, whether or not a Participant,
may make (1) a direct rollover to this Plan from
another qualified retirement plan or from an IRA that
held only assets from a qualified retirement plan or
(2) a rollover contribution to this Plan of all or part
of the assets distributed to the Participant from
another qualified retirement plan or from an IRA that
held only assets from a qualified retirement plan,
provided that such amounts are contributed to the Plan
within sixty (60) days following receipt of the
distribution by the Employee and do not include any
Employee after-tax contributions from a qualified
retirement plan.  All direct rollovers and rollover
contributions shall be credited to a special Rollover
Account on behalf of the Employee and accounted for
separately, but shall be invested and reinvested along
with the assets of the Plan and treated in all respects
as other assets of the Plan.  A Participant's Rollover
Account shall, at all times, be 100% vested and
nonforfeitable.

                          ARTICLE XXIV
                    Trust-to-Trust Transfers


     A.   Trust-to-Trust Transfers.  This Article
applies to distributions made on or after January 1,
1993.  Notwithstanding any provision of the plan to the
contrary that would otherwise limit a distributee's
election under this Article, a distributee may elect,
at the time and in the manner prescribed by the plan
administrator, to have any portion of an eligible
rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a
direct rollover.

     B.   Definitions.

          1.   Eligible rollover distribution.  An
eligible rollover distribution is any distribution of
all or any portion of the balance to the credit of the
distributee, except that an eligible rollover
distribution does not include:  any distribution that
is one of a series of substantially equal periodic
payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the
distributee and the distributee's designated
beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution
is required under section 401(a)(9) of the Code; and
the portion of any distribution that is not includable
in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect
to employer securities).

          2.   Eligible retirement plan.  An eligible
retirement plan is an individual retirement account
described in section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the
Code, an annuity plan described in section 403(a) of
the Code, or a qualified trust described in section
401(a) of the Code, that accepts the distributee's
eligible rollover distribution.  However, in the case
of an eligible rollover distribution to the surviving
spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.

          3.   Distributee.  A distributee includes an
employee or former employee.  In addition, the
employee's or former employee's surviving spouse and
the employee's or former employee's spouse or former
spouse who is the alternate payee under a qualified
domestic relations order, as defined in section 414(p)
of the Code, are distributees with regard to the
interest of the spouse or former spouse.

          4.   Direct rollover.  A direct rollover is a
payment by the plan to the eligible retirement plan
specified by the distributee.
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused
this Deferred Income Plan and Trust to be executed the
day and year first above mentioned.

ELDEC CORPORATION
By
Its TRUSTEES:


U.S. TRUST COMPANY OF
THE PACIFIC NORTHWEST

By
Its DAVID NEILS
<PAGE>

CONSENT OF INDEPENDENT AUDITORS

      We consent to the incorporation by reference in
this Registration Statement of Crane Co. on Form S-8 of
our reportS dated January 22, 1996, appearing in and
incorporated by reference in the Annual Report on Form
10-K of Crane Co. for the year ended December 31, 1995.



/s/DELOITTE & TOUCHE LLP
Stamford, Connecticut
November 21, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 151559}]
{"company-data": {"conformed-name": "CRANE CO /DE/", "cik": "0000025445", "assigned-sic": "5031", "irs-number": "131952290", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16555", "film-number": "96670372"}, "business-address": {"street1": "100 FIRST STAMFORD PLACE", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2033637300"}}
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES
                      ACT OF 1933
                           
                           
                           
                           
                           
                       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 offices  (zip code)
                           
   ELDEC CORPORATION DEFERRED INCOME PLAN AND TRUST
                Full title of the plan
                           
Augustus I. duPont, Vice President, General Counsel and
                       Secretary
  Crane Co., 100 First Stamford Place, Stamford, CT.
                         06902
                           
         Name and address of agent for service
                           
                     203-363-7300
         Telephone number of agent for service
                           
               CALCULATION OF REGISTRATION FEE
_____________________________________________________

Title of              Proposed
Proposed              Maximum   Maximum
Securities Amount       Offering  Aggregate Amount of
to be      to be      Price per Offering  Registration
Registered Registered Share(1)  Price     Fee (1)
_____________________________________________________
Common     100,000 shs.$45.81  $4,581,000 $1,580
Stock par
value $1.00
Per Share
-Interests
in the Plan
(2)____________________________________________________

(1)   Pursuant to Rule 457(c) and (h) under the
      Securities Act of 1993 the registration fee is
      calculated on the basis of the average of the
      high and low prices as reported on the New York
      Stock Exchange-Consolidated Trading on November
      20, 1996.
      

(2)  Pursuant to Rule 416(c) under the Securities Act
     of 1993, this Registration Statement also covers
     an indeterminate amount of interests in the ELDEC
     Corporation Deferred Income Plan and Trust.
PART II

Information Required in the Registration Statement

Item. 3.  Incorporation of Documents by Reference.

     The following documents filed by Crane Co. (the
"Company") with the Securities and Exchange Commission
(the "Commission) are incorporated by reference into
this Registration Statement:

     1.  The Company's Annual Report on Form 10-K,
filed with the Commission for the fiscal year ended
December 31, 1995 (No. 1-1657).

     2.  The Company's Quarterly Reports on Form 10-Q,
filed with the Commission for the quarterly periods
ended March 31, June 30 and September 30, 1996 (No. 1-
1657).

     3.  The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A filed under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
including all amendments and reports updating such
description.  Reference is also made to the description
of Crane Co. common stock set forth in Crane Co.'s
Registration Statement on Form S-4 (Reg. No. 333-11707)
filed on September 10, 1996.

     All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this
Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement
which indicates that all securities offered by this
Registration Statement have been sold or which
deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into
this Registration Statement.  Each document
incorporated by reference into this Registration
Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of
such document with the Commission until the information
contained therein is superseded or updated by any
subsequently filed document which is incorporated by
reference into this Registration  Statement or by any
document which constitutes part of the prospectus
relating to the ELDEC Corporation Deferred Income Plan
and Trust (the "Plan") meeting the requirements of
Section 10(a) of the Securities Act of 1933, as amended
(the "Securities Act").

Item 4.  Description of Securities

     The class of securities to be offered under this
Registration Statement is registered under Section
12(b) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.
No opinion regarding the legality of the Common
Stock to which this Registration Statement relates has
been furnished because the Common Stock to be purchased
under the Plan will be purchased in the open market or
out of the Company's treasury shares.

Item 6.  Indemnification of Directors and Officers.

     Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL") permits a Delaware
corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory
limitations, the liability of a director to the
corporation or its stockholders for monetary damages
for breaches of fiduciary duty, except for liability
(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 DGCL or (iv) for any
transaction from which the director derived an improper
personal benefit.  Article IX of the Company's
Certificate of Incorporation provides that the personal
liability of directors of the Company is eliminated to
the fullest extent permitted by Section 102(b)(7) of
the DGCL.

     Under Section 145 of the DGCL, a corporation has
the power to indemnify directors and officers under
certain prescribed circumstances and, subject to
certain limitations, against certain costs and
expenses, including attorneys' fees, actually and
reasonably incurred in connection with any action, suit
or proceeding, whether civil, criminal, administrative
or
investigative, to which any of them is a party by
reason of his being a director or officer of the
corporation if it is determined that he acted in
accordance with the applicable
standard of conduct set forth in such statutory
provision.  Article X of the Company's By-Laws provides
that the Company will indemnify any person who was or
is a party or a witness or is threatened to be made a
party or a witness to any threatened, pending or
completed action, suit or proceeding by reason of the
fact that he is or was an authorized representative of
the Company, against all expenses (including attorneys'
fees and disbursements), judgments, fines (including
excise taxes and penalties) and amounts paid in
settlement actually and reasonably incurred by such
person in connection with such action, suit or
proceeding.  Article X further permits the Company to
maintain insurance on behalf of any such person against
any liability asserted against such person and incurred
by such person in any such capacity or arising out of
his status as such, whether or not the Company would
have the power to indemnify such person against such
liability under the DGCL.

     The Company maintains standard policies of
insurance under which coverage is provided (a) to its
directors and officers against loss arising from claims
made by reason of breach of duty or other wrongful act
and (b) to the Company with respect to payments which
may be made by the Company to such officers and
directors pursuant to the above indemnification
provisions or otherwise as a matter of law.
The Company has entered into agreements with each
of its directors and officers pursuant to which the
Company has agreed to indemnify such directors and
officers, and to advance expenses in connection
therewith, to the fullest extent permitted by law, and
to maintain directors' and officers' liability
insurance on behalf of such indemnified persons unless,
in the business judgment of the Board of Director of
the Company, the premium cost for such insurance is
substantially disproportionate to the amount of
coverage or the coverage is so limited by exclusions
that there is insufficient benefit from such insurance.
The agreements further provide that, if indemnification
is not available, then in any case in which the Company
is jointly liable with the indemnified person the
Company will contribute to the fullest extent permitted
by law to the amount of expenses, judgments, fines and
settlements paid or payable by the indemnified person
in such proportion as
is appropriate to reflect the relative benefits
received and the relative fault of, the Company and the
indemnified person.  Such rights cannot be modified,
except as required by law, by any change in the
Company's Certificate of Incorporation or By-Laws.

Item 7.  Exemption from Registration Claimed.

      Not Applicable

Item 8.  Exhibits.

     The following exhibits are filed herewith or
incorporated by reference as part of this Registration
Statement:

EXHIBI  DESCRIPTION
T NO.
        
4.1     The Certificate of Incorporation of the
        Company, as amended through May 7, 1987
        (incorporated by reference to Exhibit D
        to the Company's Annual Report on Form 10-
        K for the fiscal year ended December 31,
        1987 -- Commission File No. 1-1657)
        
4.2     The By-Laws of the Company, as amended
        through December 5, 1994 (incorporated by
        reference to Exhibit A to the Company's
        Annual Report on Form 10-K for the fiscal
        year ended December 31, 1995 --
        Commission File No. 1-1657)
        
4.3     ELDEC Corporation Deferred Income Plan
        and Trust, as amended through July 1,
        1996
        
23.1    Consent of Deloitte & Touche LLP,
        independent public accountants
        
24.1    Power of Attorney (set forth on the
        signature page of this Registration
        Statement)
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;

          (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;

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 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 a
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 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.

                         * * *
                           
      (h)  Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing
provisions, 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.
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 Stamford, State of Connecticut on the 20th day
of November, 1996.

CRANE CO.

By:/s/R. S. Evans
R. S. Evans
Chairman of the Board and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Augustus I. duPont and Thomas J. Ungerland, and each of
them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and revocation for him
in his name, place and stead in any and all capacities,
to sign any and all amendments (including post-
effective amendments) to this Registration Statement
and to file the same with all exhibits thereto, and
other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every
act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement
has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE              TITLE             DATE

/s/R. S. Evans    Chairman of     November 20,
R. S. Evans       the Board and   1996
                  Chief
                  Executive
                  Officer and a
                  Director
/s/D.S. Smith     Vice President  November 20,
D. S. Smith       Finance and     1996
                  Chief
                  Financial
                  Officer
/s/M. L. Raithel  Controller and  November 20,
M. L. Raithel     Principal       1996
                  Accounting
                  Officer
/s/M. Anathan,    Director        November 20,
III                               1996
M. Anathan, III
/s/E. T. Bigelow, Director        November 20,
Jr.                               1996
E. T. Bigelow,
Jr.
/s/R. S. Forte'   Director        November 20,
R. S. Forte'                      1996
/s/D. R. Gardner  Director        November 20,
D. R. Gardner                     1996
/s/J. Gaulin      Director        November 20,
J. Gaulin                         1996
/s/D. C. Minton   Director        November 20,
D. C. Minton                      1996
/s/C. J. Queenan, Director        November 20,
Jr.                               1996
C. J. Queenan
/s/B. Yavitz      Director        November 20,
B. Yavitz                         1996
EXHIBIT 4.3

                       ELDEC CORPORATION
                 DEFERRED INCOME PLAN AND TRUST

     THIS AGREEMENT is made and entered into at
Lynnwood, Washington, this ____ day of ____________,
1996, by and between ELDEC CORPORATION, a Washington
corporation having its principal place of business at
Lynnwood, Washington, hereinafter called the
"Employer," and U.S. TRUST COMPANY OF THE PACIFIC
NORTHWEST, its successor or successors, hereinafter
called "Trustee" of Plan assets other than assets
comprised of Participant loans, and DAVID NEILS, his
successor and successors, hereinafter called "Trustee"
of only those Plan assets comprised of Participant
loans.

     WHEREAS, on January 1, 1985, the Employer
established for the exclusive benefit of its Employees
eligible to participate, and their beneficiaries, an
Internal Revenue Code Section 401(k) profit sharing
plan; and

     WHEREAS, the Board of Directors of the Employer
amended and restated the Plan and Trust in order to
comply with the Tax Reform Act of 1986, and effective
January 1, 1991, to add Employer matching
contributions;

     WHEREAS, the Board of Directors of the Employer
has now decided to amend and restate the Plan and Trust
effective January 1, 1996 in order to amend the Plan
eligibility requirement, the definition of Compensation
for contribution purposes, the Plan Fund and investment
of Trust Fund provisions, and to provide that post-1995
Employer matching contributions will be made in cash or
shares of Crane Co. stock;

     NOW, THEREFORE, it is agreed that the Plan shall
be amended and restated in its entirety, effective as
of January 1, 1996 as follows:

                           ARTICLE I
                              Name

     The Plan and Trust shall be known as the ELDEC
Corporation Deferred Income Plan and Trust (the
"Plan").  This amended and restated Plan controls the
rights of all Participants who accrue benefits
hereunder on or after January 1, 1996.  The rights of
persons who received Plan benefits prior to January 1,
1996, or persons who terminated employment with the
Employer before January 1, 1996 with a vested Accrued
Benefit, are controlled by the terms of the Plan in
existence prior to January 1, 1996 and by only those
terms of this Plan that relate to required Tax Reform
Act of 1986 changes which are effective prior to
January 1, 1996 and which apply to persons who
terminated employment or received Plan benefits prior
to January 1, 1996.

                           ARTICLE II
                          Definitions

     A.   "Accrued Benefit" means the balance of a
Participant's accounts at any time.
B.   "Affiliated Employer" means any corporation
which, along with ELDEC Corporation, is a member of a
controlled group of trades or businesses, and which
shall hereafter adopt this Plan and Trust by
appropriate agreement.  An Affiliated Employer shall be
treated as an Employer in applying the terms of this
Plan, except that in applying the terms of Articles X
and XVIII, only ELDEC Corporation's Board of Directors
has the right to appoint the Plan Administrative
Committee and to amend and terminate the Plan.

     C.   "Anniversary Date" means the last day of each
Plan Year.

     D.   "Board" means the Employer's Board of
Directors.

     E.   "Code" means the Internal Revenue Code of
1986, as amended from time to time.

     F.   "Committee" means the Administrative
Committee appointed by the Board.

     G.   "Compensation" means an Employee's total
salary, wages, overtime, lump sum merit increases,
commissions and bonuses from the Employer before any
deferral of income pursuant to Paragraph A of
Article IV and before any salary reductions to the
Employer's Internal Revenue Code Section 125 flexible
benefits plan, if any, but excluding severance pay,
moving expenses, hiring bonuses, performance awards,
Employer contributions hereunder pursuant to
Paragraph B of Article IV, Employer contributions to
the ELDEC Corporation Retirement Plan, and payments by
the Employer (other than Section 125 contributions) on
account of medical, disability and life insurance.

     For purposes of the Code Section 415 limitations
on contributions and benefits (Article V, Paragraph C
hereof) and the Code Section 416 top heavy requirements
(Articles XIX and XX hereof), "Compensation" means
wages, salaries, fees for professional services and
other amounts received (without regard to whether or
not an amount is paid in cash) for personal services
actually rendered in the course of employment with the
Employer maintaining the Plan to the extent that the
amounts are includable in gross income (including, but
not limited to, commissions paid salesmen, compensation
for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses,
fringe benefits, reimbursements and expense
allowances).  Such compensation does not include:

          1.   Contributions to a plan of deferred
compensation which are not includable in the Employee's
gross income for the taxable year in which contributed;

          2.   Employer contributions to a simplified
employee
pension described in Section 408(k) of the Code to the
extent deductible by the Employee;

          3.   Distributions from a plan of deferred
compensation regardless of whether such amounts are
includable in gross income
when distributed (except that amounts paid to an
Employee under an unfunded nonqualified plan of
deferred compensation will be considered as
compensation for Code Sections 415 and 416 in the year
such amounts are includable in gross income);

          4.   Amounts realized from the exercise of a
nonqualified stock option or when restricted property
becomes
freely transferable or is no longer subject to a
substantial risk of forfeiture;

          5.   Amounts realized from the sale, exchange
or other disposition of stock acquired under a
qualified stock option;

          6.   Other amounts which receive special tax
benefits such as premiums for group term life insurance
(but only to the extent that the premiums are not
includable in gross income) or contributions made by an
Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity contract
described in Section 403(b) of the Code (whether or not
contributions are excludable from gross income).

     For Plan Years commencing after December 31, 1988,
but before January 1, 1994, Compensation in excess of
$200,000 (as adjusted pursuant to Code Section 415(d))
in any Plan Year shall not be considered for purposes
of the Plan.

     In addition to other applicable limitations set
forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, for Plan Years
commencing on or after January 1, 1994, the annual
compensation of each employee taken into account under
the Plan shall not exceed the OBRA '93 annual
compensation limit.  The OBRA '93 annual compensation
limit is $150,000, as adjusted by the Commissioner for
increases in the cost of living in accordance with Code
Section 401(a)(17)(B) of the Internal Revenue Code.
The cost-of-living adjustment in effect for a calendar
year applies to any period, not exceeding 12 months,
over which compensation is determined (determination
period) beginning in such calendar year.  If a
determination period consists of fewer than 12 months,
the OBRA '93 annual compensation limit will be
multiplied by a fraction, the numerator of which is the
number of months in the determination period, and the
denominator of which is 12.

     For Plan Years beginning on or after January 1,
1994, any reference in this Plan to the limitation
under Code Section 401(a)(17) shall mean the OBRA '93
annual compensation limit set forth in this provision.
In determining the Compensation of an Employee, a
participant who is a member of the family of (a) a five
percent (5%) owner or (b) one of the ten Highly
Compensated Employees paid the greatest Compensation
during the Plan Year shall not be considered a separate
Employee, and any Compensation paid to such participant
shall be treated as if it were paid on behalf of the
five percent (5%) owner or Highly Compensated Employee.
The term "family" shall include the spouse of the
Employee and any lineal descendants of the Employee who
have not attained age 19 before the close of the Plan
Year.

     The annual Compensation limit of Code Section
401(a)(17) shall be allocated on a pro rata basis among
family members whose Compensation is required to be
aggregated under this Paragraph G in the proportion
that each such family member's W-2 compensation plus
Section 125 cafeteria plan and 401(k) plan salary
reduction contributions, if any, bears to the total of
all such family members' W-2 compensation plus
Section 125 cafeteria plan and 401(k) plan salary
reduction contributions, if any.

     H.   "Effective Date" means January 1, 1996, the
effective date of the amendment and restatement of this
Plan, except that those provisions of this amended and
restated Plan which comply with requirements of the Tax
Reform Act of 1986, the Omnibus Budget Reconciliation
Act of 1986, the Omnibus Budget Reconciliation Act of
1987, and the final regulations issued pursuant to the
Retirement Equity Act of 1984, to the extent applicable
to Plan Years beginning in 1989 shall be effective as
of the first day of the 1989 Plan Year and to the
extent applicable to Plan Years beginning before 1989,
shall be effective as of the first day of the 1987 Plan
Year, or earlier if required by applicable law.  The
Employer's plan was originally adopted effective
January 1, 1985.

     I.   "Employee" means any person in the service of
the Employer receiving a wage or salary.  A leased
employee as defined in Code Section 414(n)(2) shall be
considered an Employee hereunder for purposes of Code
Section 414(n)(3) unless (i) leased employees
constitute less than 20% of the Employer's non-highly-
compensated work force as defined in Code
Section 414(n)(5)(C)(ii) and (ii) the leased employee
is a participant in a plan described in Code Section
414(n)(5)(B).  Notwithstanding that a leased employee
is treated as an Employee hereunder for purposes of
Code Section 414(n)(3), he shall not receive credit for
service or share in Employer contributions hereunder.

     J.   "Employment Commencement Date" means the date
on which an Employee first performs an Hour of Service
for the Employer.

     K.   "Enrollment Date" means the date on which an
Employee who has complied with the eligibility
requirements shall become eligible to participate in
the Plan.  The Enrollment Date for an
Employee hired during a calendar quarter whose
Employment Commencement Date is on or before the 20th
day of the last month of the calendar quarter shall be
the first day of the first pay period that begins in
the next calendar quarter.  The Enrollment Date for an
Employee hired during a calendar quarter whose
Employment Commencement Date is after the 20th day of
the last month of the calendar quarter shall be the
first day of the first pay period that begins in the
second calendar quarter commencing after his Employment
Commencement Date.

     L.   "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended from time to time.

     M.   "Fiscal Year" means the Employer's fiscal
year for federal tax purposes.

     N.   "Fund" means the trust fund established
pursuant to this Plan and Trust Agreement in which all
of the assets of the Plan are held.  The Fund shall be
divided into a number of separate investment funds
selected by the Committee and communicated to
Participants.

     O.   "Highly-Compensated Employee" means any
Employee who during the Plan Year or the preceding Plan
Year is (i) a 5% owner (as defined by Code
Section 416(i)(1)), or (ii) an Employee who receives
compensation in excess of $75,000 (or the amount in
effect for the Plan Year, as adjusted by the Secretary
of the Treasury), (iii) an Employee who receives
compensation in excess of $50,000 (or the amount in
effect for the Plan Year, as adjusted by the Secretary
of the Treasury) and who is in the Top-Paid Group, or
(iv) an Employee who was at any time an officer of the
Employer and who received compensation in excess of 50%
of the amount in effect under Code
Section 415(b)(1)(A).

     "Compensation" means compensation within the
meaning of Code Section 415(c)(3), that is,
compensation of the Participant from the employer for
the applicable Plan Year or preceding Plan Year,
including elective or salary reduction contributions to
a cafeteria plan under Code Section 125, cash or
deferred arrangement under Code Section 401(k) or tax-
sheltered annuity under Code Section 403(b).  The
"employer" for purposes of this Paragraph is the entity
employing the Employee and includes all other entities
aggregated with such employing entity under the
aggregation requirements of Code Sections 414(b), (c),
(m), or (o).

     An Employee described in (ii), (iii) or (iv) above
for the Plan Year in question will not be considered a
Highly-Compensated Employee for such year unless he was
a Highly-Compensated Employee in the preceding Plan
Year.  Provided, the preceding sentence shall not apply
if the Employee is one of the 100 highest-paid
Employees in the current Plan Year.
No more than 50 Employees shall be considered
officers, or if less, no more than the greater of three
or 10% of all Employees (without regard to any
exclusions) shall be considered officers.  If all
officers earn less than 50% of the amount stated in
Code Section 415(b)(1)(A) for the calendar year in
which the applicable year begins, then the highest-paid
officer shall be considered a Highly Compensated
Employee.

     The Top-Paid Group shall consist of the top 20% of
Employees ranked in order of compensation excluding
Employees (i) who have not completed six months of
service; (ii) who normally work less than 17 and one
half hours per week; (iii) who normally work not more
than six months per year; (iv) who have not attained
age 21; (v) who are nonresident aliens receiving no
U.S. source earned income, and (vi) to the extent
provided in Treasury regulations, Employees who are
included in a unit of Employees covered by a collective
bargaining agreement between Employee representatives
and the Employer.

     A former Employee shall be considered a Highly-
Compensated Employee if he was a Highly-Compensated
Employee when he separated from service or if he was a
Highly-Compensated Employee at any time after attaining
age 55.

     In determining whether an Employee is a Highly-
Compensated Employee, if an individual is a member of
the family of a five percent (5%) owner or one of the
ten Highly-Compensated Employees paid the greatest
compensation during the Plan Year, then that individual
shall not be considered a separate Employee, and any
compensation paid that individual and any contribution
on behalf of that individual shall be treated as if
paid to or on behalf of the five percent (5%) owner or
Highly-Compensated Employee.  Family members shall
include the Employee's spouse and lineal ascendants or
descendants and the spouses of such lineal ascendants
or descendants.

     P.   "Hour of Service" means

          a.   Each hour for which the Employee is
directly or indirectly paid, or entitled to payment, by
the Employer for the performance of duties.  These
hours shall be credited to the Employee for the Period
of Service in which the duties are performed; and

          b.   Each hour for which an Employee is
directly or indirectly paid, or entitled to payment, by
the Employer on account of a period of time during
which no duties are performed (irrespective of whether
the employment relationship was terminated) due to
vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave
of absence.  Hours under this subsection (b) shall be
calculated and credited pursuant to Section 2530.200b-
2(b) and 2(c) of the Department of Labor Regulations
which are incorporated herein by this reference; and
c.   Each hour for which back pay,
irrespective of mitigation of damages, is either
awarded or agreed to by the Employer.  The same Hours
of Service shall not be credited under subsection (a)
or (b), as the case may be, and under this
subsection (c).  These hours shall be credited to the
Employee for the Period of Service to which the award
or agreement pertains rather than the Period of Service
in which the award, agreement, or payment is made.
     Hours of Service for any other trade or business
that is along with the Employer a member of a group of
trades or businesses (whether or not incorporated)
which are under common control, as defined in Code
Section 414(b) and (c), or an affiliated service group
as defined in Code Section 414(m) as modified by Code
Section 414(m)(5) and (6), shall be considered Hours of
Service for the Employer.

     Q.   "Participant" means an Employee who has
satisfied the eligibility requirements of Article III.

     R.   "Period of Severance" means a period
beginning on an Employee's Severance from Service Date
and ending on his Reemployment Date.

     S.   "Period of Service" means a period of
employment beginning on the Employee's Employment
Commencement Date (or Reemployment Date) and ending on
his Severance from Service Date.

     T.   "Plan" or "Trust" means the Deferred Income
Plan and Trust set forth in this agreement and all
subsequent amendments thereto.

     U.   "Plan Year" means the twelve-month period on
which the records of the Plan are kept.  Each Plan Year
shall end on December 31.

     V.   "Reemployment Date" means the date an
Employee completes an Hour of Service following a
severance from service.

     W.   "Severance from Service Date" means the date
an employee quits, retires, is discharged or dies or
the first anniversary of the first date of a period in
which the Employee remains absent from service (1) for
any reason such as vacation, holiday, sickness,
disability, leave of absence, or lay-off, or (2) by
reason of pregnancy, birth of a child, placement with
the Employee of a child for adoption, or caring for
such child immediately following birth or placement,
provided the Employee provides the Committee with
timely information (including, if requested, a written
statement of a doctor or adoption official) to
establish
the absence is for such a reason and the number of days
for which there was such an absence.

     X.   "Spouse" means the lawful husband or wife of
the Participant.

     Y.   "Trustee" means (a) as to Plan assets other
than assets comprised of Participant loans, U.S. Trust
Company of the Pacific Northwest and any successor to
such Trustee hereunder appointed by the Board, and
(b) as to only those Plan assets comprised of
Participant loans, David Neils and any successor to
such Trustee hereunder appointed by the Board.

     Z.   "Valuation Date" means the date upon which
Participants' Plan accounts are valued.  The Valuation
Dates shall be the last day of each calendar quarter
(March 31, June 30, September 30, and December 31) and
the Committee is authorized to establish additional
Valuation Dates in its discretion.

     AA.  "Miscellaneous."  Unless some other meaning
and intent is apparent from the context, the plurals
shall mean the singular, and vice versa, and masculine,
feminine, and neuter words shall be used
interchangeably.

                          ARTICLE III
                       Eligible Employees

     Employees shall be excluded from those eligible to
participate if they are included in a unit of employees
covered by a collective bargaining agreement between
employee representatives and one or more employers, if
there is evidence that retirement benefits were the
subject of good faith bargaining and if the collective
bargaining agreement does not provide for participation
by such Employees.

     Unless excluded by reason of the immediately
preceding paragraph, each Employee who was a
Participant on December 31, 1995 shall continue to be a
Participant subject to the provisions of this Plan.
Each other Employee not excluded by reason of the first
paragraph of this Article III shall be enrolled as a
Participant as of the later of January 1, 1996 or the
Enrollment Date coinciding with or following the
Employee's Employment Commencement Date, provided he is
still employed on such Enrollment Date.  If the
Employee is not employed on such date, he shall be
enrolled on his Reemployment Date.

     In the case of a Participant who terminates
employment and is rehired, he shall become a
Participant on his Reemployment Date.
The Committee may request each eligible Employee
to apply for Plan participation in writing on a form to
be supplied by the Committee, agreeing to the terms of
the Plan and giving such information as may be required
by the Committee, including beneficiary designation.
An Employee shall not be precluded from Plan
participation if he does not complete such form.

                           ARTICLE IV
                         Contributions

     A.   Deferred Income Contributions.  On or prior
to an Employee's Enrollment Date, the Employee may
direct the Employer (1) to defer a percentage of his
Compensation each pay period commencing as of his
Enrollment Date, and (2) to contribute that amount to
the Plan within a reasonable time after the end of such
pay period.  The Committee shall furnish an explanation
to each Employee prior to his Enrollment Date with
instructions regarding the time period within which the
Employee may elect to make deferred income
contributions.  The amount of Compensation deferred
shall be equal to at least one percent (1%) but not
more than fifteen percent (15%) of the Participant's
Compensation.  The amount of a Participant's deferred
Compensation shall be rounded to the nearest cent.

     Notwithstanding the foregoing, deferred income
contributions on behalf of a Participant may not exceed
$9,500 for the calendar year 1996, and thereafter such
amount for a calendar year as adjusted each year by the
Secretary of the Treasury.  A Participant who makes
Code Section 401(k) deferred income contributions to
more than one plan in a calendar year in excess of this
dollar limit must submit to the Committee by March 1 of
the year following the year of the excess contributions
a written statement including the amount of the excess
contributions to be allocated to this Plan.  Any excess
contributions allocated to this Plan shall be
distributed, together with income attributable thereto,
by April 15 of the year following the year of the
excess contributions.

     In the event a Participant terminates employment
and is rehired, the Participant may elect to begin
deferring a percentage of his Compensation as of any
January 1, April 1, July 1 or October 1 coinciding with
or following his date of rehire, provided that the
Participant's election to make deferred income
contributions is received within the time required by
the Committee.

     Effective January 1, April 1, July 1 and October 1
of each Plan Year, each Participant who is deferring an
amount of his Compensation may change the percentage of
his Compensation to be deferred, and each Participant
who is not deferring an amount of his Compensation may
elect to begin deferring a percentage of his
Compensation.  Each such Participant's election to make
deferred income contributions must be received within
the time required by the Committee.
Upon at least ten (10) days' prior notice to the
Committee, a Participant may revoke his deferred income
contribution effective as of the first day of any
subsequent pay period.  A Participant who revokes his
deferred income contribution election may not resume
deferring a percentage of his Compensation hereunder
until the next January 1, April 1, July 1 or October 1
after his deferred income contributions ceased,
provided that within the time required by the Committee
he elects to resume deferred income contributions.

     Amounts in a Participant's Deferred Income
Contribution Account shall be 100% vested at all times
and shall not be distributed until the earliest of the
Participant's death, disability, retirement, attainment
of age 59 and a half or termination of employment, in
accordance with the provisions of Article VII of the
Plan, the occurrence of a hardship as set forth in
Paragraph F of this Article, Plan termination without
the establishment or maintenance of another defined
contribution plan (other than an employee stock
ownership plan), or a disposition of assets or of a
subsidiary as described in Code Section
401(k)(10)(A)(ii) and (iii).

     B.   Employer Matching Contributions.  Effective
January 1, 1996 through June 30, 1996, as soon as
reasonably possible after the last day of each pay
period, the Employer shall contribute on behalf of each
Participant who makes deferred income contributions
during that pay period, an Employer matching
contribution equal to the lesser of (a) twenty-five
percent (25%) of the Participant's deferred income
contributions during that pay period, but total
Employer matching contributions on behalf of a
Participant shall not exceed 1.5% of the Participant's
Compensation during the six-month period ending
June 30, 1996, or (b) such amount which does not result
in an excess contribution as defined in Paragraph E
below or exceed the applicable limits of Paragraph C of
Article V.  Effective July 1, 1996, as soon as
reasonably possible after the last day of each pay
period, the Employer shall contribute on behalf of each
Participant who makes deferred income contributions
during that pay period, an Employer matching
contribution equal to the lesser of (a) fifty percent
(50%) of the Participant's deferred income
contributions during that pay period, but total
Employer matching contributions on behalf of a
Participant shall not exceed 3% of the Participant's
Compensation during the last six months of 1996 and for
any Plan Year after 1996 shall not exceed 3% of the
Participant's Compensation during that Plan Year, or
(b) such amount which does not result in an excess
contribution as defined in Paragraph E below or exceed
the applicable limits of Paragraph C of Article V.

     All Employer matching contributions under this
Paragraph B shall be made in the form of cash or Crane
Co. common stock.  Each such Employer matching
contribution shall be allocated solely to the post-1995
Employer Matching Contribution Account of the
Participant whose deferred income contributions are
matched by the Employer matching contribution.  If the
Employer matching
contribution is in Crane Co. common stock, such
contribution shall be based on the fair market value of
the Crane Co. common stock on the date the contributed
Crane Co. common stock is delivered to the Trustee.  If
the Employer matching contribution is in cash, the
Trustee shall purchase Crane Co. common stock from time
to time in the open market or from other Participants
who are making transfers or who are receiving cash
distributions, withdrawals or loans from the Plan, at a
price equal to the closing price of the stock on the
business day prior to the business day on which the
distribution or transfer is processed.  No later than
the end of each month, the Trustee will allocate those
shares of Crane Co. common stock purchased by the
Trustee during that month to the applicable
Participants' post-1995 Employer Matching Contribution
Accounts based on the prices at which the purchases
were made.  Pending any purchase of Crane Co. common
stock, the Trustee shall, after making any provision
for any cash needs of Participants' post-1995 Employer
Matching Contribution Accounts, invest such cash
Employer matching contributions in short-term fixed-
income obigations.  Any earnings on assets invested in
such short-term fixed-income obigations shall be
allocated on each Valuation Date to applicable
Participants' post-1995 Employer Matching Contribution
Accounts.  If a Participant terminates employment and
the Trustee has not yet purchased Crane Co. common
stock with post-1995 Employer matching contributions
that have not yet been allocated to that Participant's
post-1995 Employer Matching Contribution Account, such
Participant shall receive such contributions in cash
with any applicable earnings thereon.

     All Employer matching contributions shall be
delivered to the Trustee as soon as reasonably possible
after the last day of each pay period, but no later
than the due date of the Employer's federal income tax
return, including any extensions, for the Employer's
fiscal year with respect to which the Employer matching
contributions are made.

     Crane Co. common stock held by the Trustee shall
be voted by the Trustee at annual and special meetings
of stockholders of the issuer as directed by the Plan
recordkeeper in accordance with voting instructions
from the Participant to whose post-1995 Employer
Matching Contribution Account such stock is credited.
The Employer shall cause each Participant to be
provided with a copy of a notice of each such
stockholder meeting and the proxy statement of the
issuer together with an appropriate form for the
Participant to use to indicate his voting instructions.
If instructions are not timely received by the Plan
recordkeeper with respect to any such stock, the
Trustee shall vote the uninstructed allocated Crane Co.
common stock and any unallocated Crane Co. common stock
in the same proportion as the Trustee was instructed to
vote with respect to the allocated Crane Co. common
stock for which the Plan recordkeeper received voting
instructions from Participants.

     Each Participant (or, in the event of his death,
his beneficiary or estate) shall have the right to
instruct the Plan recordkeeper in writing as to the
manner in which to respond to a
tender or exchange offer for any or all shares of Crane
Co. common stock credited to such Participant's post-
1995 Employer Matching Contribution Account under the
Plan.  The Employer shall notify each Participant (or
beneficiary or estate) and utilize its best efforts to
distribute on a timely basis, or cause to be
distributed, such information as will be distributed to
the issuer's shareholders in connection with any such
tender or exchange offer.  Upon the Trustee's receipt
of such instructions from the Plan recordkeeper, the
Trustee shall tender allocated Crane Co. common stock
for which it receives instructions as and to the extent
so instructed.  If the Plan recordkeeper does not
receive instructions from a Participant (or beneficiary
or estate) regarding any such tender or exchange offer
for allocated Crane Co. common stock, the Trustee shall
have no discretion in such matter and shall take no
action with respect to such tender or exchange offer
for such allocated Crane Co. common stock.  The Plan
recordkeeper and the Trustee shall take no action as to
any unallocated Crane Co. common stock with respect to
such tender or exchange offer.  All cash or other
assets received by the Trustee as a result of tendering
the Crane Co. common stock allocated to a Participant's
post-1995 Employer Matching Contribution Account shall
be allocated to such Participant's post-1995 Employer
Matching Contribution Account.

     Notwithstanding the foregoing, on and after the
date the Board establishes the Crane Co. Common Stock
Fund as a Plan Fund, Participants' post-1995 Employer
Matching Contribution Accounts shall be invested in the
Crane Co. Common Stock Fund in accordance with Article
XI, Paragraph A.1 of this Plan.

     C.   Nondiscrimination Test Applicable to Deferred
Income Contributions.  The maximum amount of deferred
income contributions which may be made by Highly-
Compensated Employees is subject to the requirement
that one of the following nondiscrimination tests be
met during each Plan Year:

          1.   The average percentage of Compensation
     deferred by Highly-Compensated Employees who are
     Participants shall not be more than the average
     percentage of Compensation deferred by the non-
     Highly-Compensated Employees who are Participants
     multiplied by 1.25; or

          2.   The excess of the average percentage of
     Compensation deferred by Highly-Compensated
     Employees who are Participants over the average
     percentage of Compensation deferred by non-Highly-
     Compensated Employees who are Participants shall
     not be more than two (2) percentage points, and
     the average percentage of Compensation deferred by
     Highly-Compensated Employees shall not be more
     than the average percentage of Compensation
     deferred by non-Highly-Compensated Employees who
     are Participants multiplied by 2.0.
The Employer may elect to aggregate deferred
income contributions and 100% vested qualified
nonelective Employer matching contributions as defined
by applicable regulations (Employer Vested
Contributions) in order to meet the nondiscrimination
test applicable to deferred income contributions.

     The Employer Vested Contributions must be 100%
vested and nonforfeitable when made, must be subject to
the same withdrawal restrictions as deferred income
contributions and must meet the requirements of Code
Section 401(a)(4) both before and after any portion is
used for purposes of meeting the foregoing
nondiscrimination test, and must meet the requirements
of applicable regulations.  Employer Vested
Contributions shall be made only for Participants who
are credited with at least 1,000 Hours of Service in
the applicable Plan Year and are employed on the last
day of the Plan Year.  If such contributions are not
Employer matching contributions, they shall be
allocated on behalf of each eligible Participant in the
proportion that each eligible Participant's
Compensation during the Plan Year bears to the total
Compensation of all Participants during the Plan Year
who are credited with 1,000 Hours of Service during the
applicable Plan Year and employed on the last day of
the Plan Year.

     The Plan will take deferred income contributions
into account only if attributable to Compensation that
would be received by the Employee during the Plan year
or earned during the Plan Year and received within 2
and a half months after the end of the Plan Year.  The
Plan will aggregate all arrangements under which a
Highly-Compensated Employee is eligible to make
deferred income contributions for purposes of applying
the nondiscrimination test applicable to deferred
income contributions.

     Compensation as used in this Paragraph shall mean
compensation as defined in Code Section 414(s).
Deferred income contributions which cause the Plan to
fail to meet one of the above tests are hereafter
Excess Aggregate Contributions and must be distributed
in accordance with Paragraph E of this Article.

     D.   Nondiscrimination Test Applicable to Employer
Matching Contributions.  The maximum Employer matching
contributions which may be allocated to Highly-
Compensated Employees are subject to the requirement
that they meet one of the following tests:

          1.   The actual contribution percentage for
     the group of Highly-Compensated Employees who are
     Participants may not be more than the actual
     contribution percentage for the group of all other
     Employees who are Participants multiplied by 1.25;
     or

          2.   The excess of the actual contribution
     percentage for the group of Highly-Compensated
     Employees who are Participants over the actual
     contribution percentage of the group of all other
     Employees who are Participants may not be more
     than two percentage points, and the actual
     contribution percentage for the group of Highly-
     Compensated Employees who
are Participants may not be more than the actual
     contribution percentage of the group of all other
     Employees who are Participants multiplied by two.

     The actual contribution percentage means the
average of the actual contribution ratios (calculated
separately for each Employee in the specified group) of
Employer matching contributions for the Plan Year
divided by the Employee's Compensation for the Plan
Year.  Compensation means compensation as defined by
Code Section 414(s).  The Committee may elect to take
into consideration all or any portion of deferred
income contributions in calculating the actual
contribution percentage in order to meet the
nondiscrimination test applicable to Employer matching
contributions.  If less than all of such contributions
are taken into consideration, the balance of such
contributions not taken into consideration must
continue to meet the requirements of the
nondiscrimination test applicable to deferred income
contributions, as described in Paragraph C.  The
Employer may elect to take into consideration all or
any portion of the Employer Vested Contributions which
are qualifying nonelective contributions in calculating
the actual contribution percentage subject to the
requirements of applicable regulations.  If less than
all of such contributions are taken into consideration,
the balance of such contributions not take into
consideration must continue to meet the requirements
described in Paragraph C above.

     Notwithstanding the foregoing, if Highly-
Compensated Employees' deferred income contributions or
Employer matching contributions do not meet the 1.25
nondiscrimination test of Paragraph C(1) or D(1), then
the sum of the Highly-Compensated Employees' 401(k)
deferral percentage under Paragraph C and 401(m) actual
contribution percentage under this Paragraph D must not
exceed the Aggregate Limit.  The Aggregate Limit is the
greater of A or B where A equals the sum of:

               1.   1.25 times the greater of the
     Relevant Actual Deferral Percentage or the
     Relevant Actual Contribution Percentage, and

               2.   2 percentage points plus the lesser
     of the  Relevant Actual Deferral Percentage or the
     Relevant Actual Contribution Percentage.  In no
     event, however, may this amount exceed twice the
     lesser of the Relevant Actual Deferral Percentage
     or the Relevant Actual Contribution Percentage;

and B equals the sum of:

               1.   1.25 times the lesser of the
     Relevant Actual Deferral Percentage or the
     Relevant Actual Contribution Percentage, and
2.   2 percentage points plus the
     greater of the Relevant Actual Deferral Percentage
     or the Relevant Actual Contribution Percentage.
     In no event, however, may this amount exceed twice
     the greater of the Relevant Actual Deferral
     Percentage or the Relevant Actual Contribution
     Percentage.

     For purposes of this definition, the term
"Relevant Actual Deferral Percentage" means the actual
deferral percentage of eligible Non-Highly Compensated
Employees and the term "Relevant Actual Contribution
Percentage" means the actual contribution percentage
the group of eligible Non-Highly Compensated Employees.
Amounts of Employer matching contributions which cause
the Plan to exceed the aggregate limit are hereafter
Excess Aggregate Contributions, and must be reduced or
distributed in accordance with Paragraph E below.

     E.   Distribution of Excess Aggregate
Contributions.  Excess Aggregate Contributions,
adjusted for allocable income and losses, shall be
distributed within two and one-half (2 and a half)
months if possible, but in no event later than twelve
(12) months, after the end of the Plan Year in which
such Excess Aggregate Contributions are made in
accordance with the procedures established by the
Committee to assure compliance with Code Section 401(k)
and Code Section 401(m).  In the case of failure to
meet the requirements of Paragraph C, the distribution
shall be accomplished by reducing deferred income
contributions of the Highly-Compensated Employee with
the highest actual deferral ratio until one of the
tests set forth in such Paragraph is met or such actual
deferral ratio equals the ratio of the Highly-
Compensated Employee with the next highest deferral
ratio.  In the case of failure to meet the requirements
of Paragraph D, the distribution shall be accomplished
by reducing the actual contribution ratio of the Highly-
Compensated Employee with the highest actual
contribution ratio until one of the tests set forth in
such Paragraph is met or such actual contribution ratio
equals the ratio of the Highly-Compensated Employee
with the next highest actual contribution ratio.  In
either case, the process shall be repeated until the
Plan satisfies one of the tests under each paragraph.
In the case of failure to meet the requirements of
Paragraphs C or D, the Committee may first distribute
an Employee's unmatched deferred income contributions
and, second, distribute an Employee's matched deferred
income contributions and reduce Employer matching
contributions pro rata with $1 of matched deferred
income contributions distributed for each $.50 of
Employer matching contributions reduced, along with
income and losses attributable thereto.  Employer
matching contributions, adjusted for allocable income
and losses, which matched a Highly-Compensated
Employee's deferred income contributions for a Plan
Year that were returned to the Highly-Compensated
Employee in order for the Plan to meet the
nondiscrimination test of Paragraph C, shall be
forfeited and applied toward future Employer matching
contributions for eligible Plan Participants.
Allocable income or loss includes income or loss
for the Participant's taxable year.  Allocable income
or loss for the taxable year is determined by
multiplying the income or loss for the taxable year
allocable to deferred income contributions by a
fraction, the numerator being the Participant's Excess
Aggregate Contributions under Paragraph C for the
taxable year and the denominator being the account
balance attributable to deferred income contributions
as of the end of the taxable year minus the income or
plus the loss allocable to such account balance for the
year.  Allocable income or loss for the taxable year
with respect to Excess Aggregate Contributions under
Paragraph D is determined in a similar manner.

     In applying the tests set forth in Paragraphs C
and D, Compensation paid to (and deferred income
contributions, Employer Vested Contributions and
Employer matching contributions on behalf of) a family
member of a Highly-Compensated Employee who is a five
percent (5%) owner or one of the ten Highly-Compensated
Employees paid the greatest compensation shall be
attributed to the Highly-Compensated Employee.  Family
members shall include the Employee's spouse and lineal
ascendants or descendants and the spouses of such
lineal ascendants or descendants.  Excess Aggregate
Contributions attributable to Employee deferred income
contributions made by such family members, including
allocable earnings and losses, shall be distributed to
such family members pro rata based on the proportion
each such family member's Compensation bears to the
total Compensation (not to exceed the Code Section
401(a)(17) limit) of such family members.

     If Excess Aggregate Contributions attributable to
deferred income contributions have previously been
distributed for the Employee's taxable year ending with
or within the Plan Year, the Plan will offset that
distribution from the amount of the Employee's Excess
Aggregate Contributions attributable to Matching
Employer contributions to be distributed for that Plan
Year.  The amount of Excess Aggregate Contributions
attributable to deferred income contributions that may
be distributed by the Plan for the taxable year of the
Employee must be reduced by the amount of Excess
Aggregate Contributions attributable to Matching
Employer contributions previously distributed for the
Plan Year beginning with or within the Employee's
taxable year.

     The Plan will take a contribution into account for
a Plan Year only if it is allocated to the
Participant's account on a day within the Plan Year.
The Plan will treat contributions made under plans that
are aggregated for purposes of Code Sections 401(a) or
410(b) as made under a single plan.

     F.   Hardship Withdrawals of Deferred Income
Contributions.  The Plan Committee may distribute all
or a part of a Participant's Deferred Income
Contribution Account, prior to the time such Account
would otherwise be distributed, upon a showing of
immediate and heavy financial hardship by the
Participant in accordance with the provisions of this
paragraph.  A Participant may not withdraw the earnings
on his deferred income contributions on account of
hardship.  A Participant's Deferred Income Contribution
Account for purposes of hardship distribution shall be
valued as of the preceding Valuation Date plus any
contributions and minus any withdrawals since such
Valuation Date, and adjusted to reflect earnings and
losses since such Valuation Date in accordance with
procedures adopted by the Committee from time to time
and uniformly applied.  A hardship distribution
(a) must be on account of an immediate and heavy
financial need and may not exceed the amount necessary
to meet that need, and (b) must be necessary to satisfy
a financial need which the Employee is unable to
satisfy from other resources reasonably available to
him.  An immediate and heavy financial need shall be
deemed to exist if the requested distribution is on
account of:

            (i)     Uninsured medical expenses as
defined in Code Section 213 that have already been
incurred by the Participant, the Participant's Spouse
or a dependent of the Participant, or such expenses
that have not already been incurred, provided
prepayment of the expenses is necessary to allow such
persons to obtain medical services;

           (ii)     Purchase of the Participant's
principal residence (excluding mortgage or loan
payments);

          (iii)     Payment of tuition, related
educational fees, and room and board expenses for the
next twelve months of post-secondary education for the
Participant, the Participant's Spouse, child or
dependent, including graduate school and any approved
trade or technical school; or

           (iv)     Payment to prevent eviction of the
Participant from his principal residence or foreclosure
of a mortgage or other financing lien on the
Participant's principal residence.

     Such a distribution may include an amount
necessary to pay taxes and penalties on the
distribution.

     A distribution will be treated as necessary to
satisfy a financial need if the Participant represents
to the Plan Committee that the need cannot be satisfied
through insurance, by reasonable liquidation of assets,
by cessation of contributions under the Plan or by
other distributions or loans either from the Plan or
any other Plan maintained by the Employer or from a
commercial source on reasonable commercial terms.  The
Committee may rely on written statements of the
Participant as to existence of an immediate and heavy
financial need and with respect to the unavailability
of other sources of relieving that need.  Hardship
distributions shall be administered by the Committee in
accordance with uniform and nondiscriminatory standards
applicable to all Participants.
G.   Date of Payment.  The Employer shall pay to
the Trustee, within the time provided by law for filing
of the Employer's income tax return (including
extensions), the amount to be contributed pursuant to
Paragraph B.

     The Employer shall pay to the Trustee, as soon as
administratively feasible but no later than ninety (90)
days after the end of each pay period, deferred income
contribution for each such pay period on behalf of all
Participants pursuant to Paragraph A of this Article
IV.

     The Trustee shall not be responsible for
determining the amount of any Plan contributions nor
for collecting contributions not voluntarily paid to
the Trustee.

     H.   Profit Sharing Plan.  This Plan is designed
to qualify as a profit sharing plan for purposes of
Code Section 401(a), 402, 412, and 417.  However,
notwithstanding any other provision of the Plan, all
contributions shall be made without regard to current
or accumulated earnings and profits.

                           ARTICLE V
                    Participant's Accounts,
                Valuation, Maximum Contribution

     A.   Participant's Accounts.  The Committee or its
delegate shall maintain a separate Deferred Income
Contribution Account, a separate pre-1996 Employer
Matching Contribution Account, and a separate post-1995
Employer Matching Contribution Account, where
applicable, for each Participant, which shall reflect
the Participant's Accrued Benefit.  The Committee shall
furnish each Participant who requests the same in
writing a statement reflecting, on the basis of the
latest available information, his Accrued Benefit and
the nonforfeitable portion thereof.  Only one such
statement need be furnished a Participant each 12
months.  The Employer may appoint the Trustee or any
qualified third party to perform recordkeeping
functions.
B.   Trust Valuation.  The Plan funds are valued
daily at fair market value.  The fair market value of
each Fund shall reflect its income received, profits,
losses, and expenses.  As of each Valuation Date, the
Committee shall determine the fair market value of
Participants' accounts adjusted to reflect investment
earnings,losses and management fees.  However,
Participants' account balances distributed between
Valuation Dates shall be adjusted for contributions,
withdrawals, and investment earnings and losses from
the prior Valuation Date through the close of the
business day before the business day on which the
distribution is processed.  The assets in the accounts
of Participants who receive a distribution during a
calendar quarter are sold within several days after the
distribution is processed.  On each Valuation Date, all
remaining Participants' Plan accounts are adjusted to
reflect any investment gain or loss from the sale of
the assets in the accounts of Participants who received
distributions (including loans and hardship
withdrawals) during that calendar quarter.  The
Employer, the Committee, and the Trustee do not in any
manner or to any extent whatever warrant, guarantee, or
represent that the value of a Participant's account or
accounts shall at any time equal or exceed the amount
previously contributed thereto.

     C.   Maximum Contributions.

          1.   Annual Addition.  The term "annual
addition" for any Plan Year means the sum of:

               a.   The Employer's contributions on a
Participant's behalf to the Employer's defined
contribution plan(s) (this Plan and the ELDEC
Corporation Retirement Plan and Trust) including
deferred income contributions hereunder;

               b.   The Participant's voluntary
nondeductible contributions, if any, to the defined
contribution plan(s) maintained by the Employer;

               c.   Any forfeitures allocated to the
Participant's account under a profit sharing plan
maintained by the Employer;

               d.   Amounts allocated for a Plan Year
beginning
after March 31, 1984, to a Code Section 415(l)(2)
individual medical account that is part of a pension or
annuity plan maintained by the Employer; and

               e.   Amounts paid or accrued after
December 31, 1985, in taxable years ending after that
date, for post-retirement benefits allocated to a
separate account in a Code Section 419(e) welfare
benefit fund maintained by the Employer.  These amounts
will not be subject to the present limitations of Code
Section 415(c)(1)(B).
The limitation year is the Plan Year.
Notwithstanding any other provision hereof, the annual
addition to a Participant's accounts for any Plan Year
shall not exceed the lesser of (i) $30,000, or, if
greater, 1/4 of the dollar limitation in effect under
Code Section 415 (b)(1)(A), or (ii) 25% of the
Participant's Compensation from the Employer for the
Plan Year excluding from Compensation income deferred
by the Participant pursuant to Paragraph A of
Article IV for the Plan Year and salary reduction
contributions to any Employer-sponsored Code
Section 125 cafeteria plan.

     The Compensation limitation referred to in the
preceding paragraph shall not apply to (i) any
contributions for medical benefits (within the meaning
of Code Section 419A(f)(2) or 401(n)) which are made
after separation from service and which are otherwise
treated as an Annual Addition; or (ii) any amount
otherwise treated as an Annual Addition under Code
Section 415(1)(1) or 419A(d)(2).

          2.   Excess Annual Addition.  If, as a result
of the allocation of forfeitures, a reasonable error in
estimating a Participant's Compensation, or other facts
and circumstances to which Code regulation Section
1.415-6(b)(6) shall be applicable, the annual addition
for a Participant exceeds the applicable limitations
for the Plan Year, the annual addition shall be reduced
as follows:

               a.   The amount of such excess
consisting of unmatched deferred income contributions
on behalf of an Employee shall be paid to the Employee
as soon as administratively feasible.

               b.   The amount of any remaining excess
consisting of matched deferred income contributions on
behalf of an Employee and Employer matching
contributions on behalf of such Employee shall be
reduced pro rata ($.50 of Employer matching
contributions for every one dollar of matched deferred
income contributions).  Such deferred income
contributions shall be paid to the Employee as soon as
administratively feasible, and such Employer matching
contributions shall be allocated to a suspense account
as forfeitures and applied as provided in (c) below).

               c.   The amount of any remaining excess
consisting of Employer contributions to the Retirement
Plan shall be allocated to a suspense account as
forfeitures and held therein until the next succeeding
date on which forfeitures could be applied to reduce
future Employer contributions under this Plan.  In the
event of termination of the Plan, the suspense account
shall revert to the Employer.

     Notwithstanding any other provisions, the Employer
shall not contribute any amount that would cause an
allocation to the suspense account as of the date the
contribution is allocated.  If the contribution is made
prior to the date as of which it is to be allocated,
then such contribution shall not exceed an amount that
would cause an allocation to the suspense account if
the date of
contribution were an allocation date.  If an allocation
is made to such suspense account, it shall contain no
investment gains and losses or other income.

          3.   For the purpose of this Paragraph C, the
following rules shall control:

               a.   The $30,000 maximum shall be deemed
adjusted for any Plan Year to conform to increases in
the cost of living in accordance with regulations to be
adopted by the Secretary of Treasury.

               b.   All qualified defined benefit plans
(whether terminated or not) ever maintained by the
Employer shall be treated as one defined benefit plan,
and all qualified defined contribution plans (whether
terminated or not) ever maintained by the Employer
shall be treated as one defined contribution plan.

               c.   If the Employer is a member of a
controlled group of corporations, trades or businesses
under common control (as defined by Code Section
1563(a) or Code Section 414(b) and (c) as modified by
Code Section 415(h)) or is a member of an affiliated
service group (as defined by Code Section 414(m)), all
employees of such employers shall be considered to be
employed by a single employer.

               d.   If the Employer or any trade or
business which along with the Employer is a member of a
group of trades
or businesses (whether or not incorporated) which are
under common control, as defined in (c), or if an
affiliated service group to which the Employer belongs,
as defined in (c), has adopted or hereafter adopts a
defined benefit plan and a Participant hereunder is
also a Participant thereunder, then the sum of the
defined benefit plan fraction (as defined below) and
the defined contribution plan fraction (as defined
below) for any year may not exceed 1.0.

     For purposes of this Plan, the defined benefit
plan fraction is a fraction:

                 (i)     The numerator of which is the
projected annual benefit of the Participant under the
defined benefit plan (determined as of the close of the
year), and

                (ii)     The denominator of which is
the lesser of:  (a) the product of 1.25 multiplied by
$90,000 (or an adjusted figure determined in accordance
with regulations issued by the Secretary of the
Treasury), or (b) the product of 1.4 multiplied by an
amount equal to the average of the Participant's
highest three consecutive calendar years' Compensation.

     For purposes of this part, the defined
contribution plan fraction for any year is a fraction:

               (iii)     The numerator of which is the
sum of the annual additions to the Participant's
accounts under the Employer's defined contribution
plan(s) as of the close of the year; and
(iv)     The denominator of which is
the sum of the lesser of the following amounts
determined for such year and for each prior year of
service with the Employer:  (a) the product of 1.25
multiplied by the dollar limit in effect under Code
Section 415(c)(1)(A) for each such year (determined
without regard to Code Section 415(c)(6)), or (b) the
product of 1.4, multiplied by 25% of a Participant's
Compensation from the Employer for each such year.

     If with respect to any Participant under this
Plan, the sum of the defined benefit plan fraction and
the defined contribution plan fraction for any year
exceeds 1.0, and the defined benefit plan does not by
its terms reduce the benefit due the participant at
retirement to an amount which would reduce the sum of
the fractions to 1.0, then the annual addition for that
year to the Participant's account hereunder shall be
reduced to a level at which the sum of the fractions
equals 1.0.

                           ARTICLE VI
                Nonforfeitable Accrued Benefits

     A Participant's Deferred Income Contribution
Account and Employer Matching Contribution Accounts
shall be 100% vested and nonforfeitable at all times.

                          ARTICLE VII
                    Distribution of Benefits

     A.   Retirement Age and Options.  The normal
retirement age shall be age 59 and a half for all
Participants, and each Participant or former
Participant shall be entitled to retire upon the date
the Participant or former Participant attains normal
retirement age, which day shall be his Normal
Retirement Date.  The early retirement age shall be age
55 for all Participants, and each Participant or former
Participant shall be entitled to retire upon attainment
of early retirement age, which day shall be his Early
Retirement Date.

          1.   Employment After Normal Retirement Age.
If a Participant continues in the employ of the
Employer beyond his Normal Retirement Date, he shall,
pursuant to the terms of this Plan, continue to share
in Employer matching contributions, and increases and
decreases in value, including fees and expenses until
actual retirement and may elect tax-deferred
contributions hereunder.

               a.   Election to Receive Benefits While
Still Employed.  A Participant who has attained normal
retirement age may elect in writing to receive his
Accrued Benefit prior to his actual retirement date in
accordance with procedures
established by the Committee; such a Participant
shall continue to share in Employer matching
contributions, and increases and decreases in value,
including fees and expenses, until actual retirement
and may elect deferred income contributions hereunder.

               b.   Required Receipt of Benefits While
Still Employed if Age 70 and a half.  Distribution of
benefits shall commence to a Participant who attains
age 70 and a half while still employed.  The required
distribution shall commence no later than April 1 of
the calendar year following the calendar year in which
the Participant attains age 70 and a half, provided,
however, that if the Participant attained age 70 and a
half prior to January 1, 1988 and was not a five
percent (5%) owner of the Employer, the required
distribution shall commence no earlier than April 1 of
the calendar year following the calendar year in which
occurs the later of the Participant's retirement or
attainment of age 70 and a half.  A Participant to whom
this subparagraph b. applies shall continue to share in
Employer matching contributions, and increases and
decreases in value, including fees and expenses, until
actual retirement, and may elect deferred income
contributions hereunder.

          2.   Date of Retired Participant's First
Payment.  A Participant who retires hereunder shall
receive his Plan benefit as soon as is reasonably
possible after his retirement date but no later than
the date sixty (60) days after the close of the Plan
Year in which the Participant retires, unless he elects
to defer payment pursuant to subparagraph (3) below.

          3.   Deferral of Benefits.  A Participant who
retires hereunder or terminates employment with a
nonforfeitable Accrued Benefit in excess of $3,500
shall not be required to receive a distribution without
his written consent.  The Participant may select to
defer the payment of his Plan benefits to a later date,
but not later than April 1 of the calendar year
following the calendar year in which he attains age 70
and a half.  Such a Participant must make this election
in writing on a form provided by the Committee.  Such
election shall include the current amount of the
Participant's nonforfeitable Accrued Benefit and the
date on which payment shall be made.  The Participant
may change such election prior to the payment of his
nonforfeitable Accrued Benefit, provided payment is
made no later than the date required above.

     Failure of a Participant to consent to a
distribution while a nonforfeitable Accrued Benefit in
excess of $3,500 is immediately distributable shall be
deemed an election to defer commencement of payment.

          4.   Form of Payment.  A Participant who is
to receive his Plan benefits under this Paragraph shall
receive a distribution of his nonforfeitable Accrued
Benefit in the form of a single payment.  The
Participant's nonforfeitable Accrued Benefit shall be
valued as provided in Article V, Paragraph B, of the
Plan.
Notwithstanding any provision of this Paragraph
A(4) to the contrary, a Participant shall have the
right to elect to receive a distribution of the Crane
Co. stock allocated to his post-1995 Employer Matching
Contribution Account and allocated to his other
Accounts pursuant to investment in the Crane Co. Common
Stock Fund, with cash paid for fractional shares.  In
the absence
of an affirmative election to receive Crane Co. stock,
such a distribution shall be made in cash.

     B.   Death.  Each Participant shall designate a
beneficiary or beneficiaries on a form to be furnished
by the Committee. The beneficiary of a married
Participant shall be his Spouse, unless the Spouse
consents in writing to the designation of another
specific beneficiary and acknowledges the effect of the
consent.  The consent shall be witnessed by a Committee
member or a notary public.  Such designation shall be
filed with the Committee and may be changed by the
Participant from time to time by filing a new
designation in writing (together with the Spouse's
consent where required).  The designation last filed
with the Committee shall control.

     If any Participant shall fail to designate a
beneficiary or if the person or person designated
predecease the Participant and there is no designated
successor, the Participant's beneficiary shall be the
following in the order named:

               1.   Surviving Spouse at date of death,

               2.   Then living issue, per stirpes
(lawful issue and adopted),

               3.   Then living parents, in equal
shares,

               4.   Brothers and sisters, in equal
shares, provided that if any brother or sister is not
then living, his or her share shall be distributed to
his or her then living issue, per stirpes, and

               5.   Estate of the Participant.
     A Participant's beneficiary shall receive the
Participant's Accrued Benefit in a single payment.  The
beneficiary may select the date of payment, subject to
the following rules:

               a.   A beneficiary may elect to receive
payment on any date that is a reasonable time after the
Participant's death.

               b.   Payment to the beneficiary shall be
made by December 31 of the calendar year in which the
fifth anniversary of the Participant's death occurs,
except that payment may extend beyond that five-year
period if the Participant designated a beneficiary who
is the Participant's Spouse, and that beneficiary
elects to have payments commence not later than the
later of (a) December 31 of the calendar year in which
the Participant would have attained age 70 and a half
or (b) December 31 of the calendar year in which the
fifth anniversary of the Participant's death occurs.

     The beneficiary's selection of the date of payment
shall be
in writing on a form furnished by the Committee.  If
the beneficiary is the Participant's Spouse and the
Spouse elects to postpone payment of the Participant's
Accrued Benefit, the Spouse shall designate a
beneficiary or beneficiaries in accordance with the
provisions of this Paragraph B as if the Spouse was the
Participant.  If such Spouse dies before payment is
made hereunder, the provisions of this Paragraph B
shall be applied as if the Spouse was the Participant.

     If the Participant's beneficiary fails to make a
written election as to the time of payment before
December 31 of the calendar year in which the fifth
anniversary of the Participant's death occurs, and the
Participant did not designate his Spouse as
beneficiary, the Committee shall direct the Trustee to
pay the benefit in a single sum to the Participant's
beneficiary not later than such December 31.  If the
Participant's Spouse as designated beneficiary fails to
make a written election as to the time of payment
before the later of (i) December 31 after the
Participant would have attained age 70 and a half or
(ii) December 31 of the calendar year in which the
fifth anniversary of the death of the Participant
occurs, the Committee shall direct the Trustee to
distribute the Participant's Accrued Benefit in a
single sum on or before the later of December 31 of the
calendar year in which the Participant would have
attained age 70 and a half or December 31 of the
calendar year in which the fifth anniversary of the
death of the Participant occurs.

     A payment hereunder shall be valued as provided in
Article V, Paragraph B, of the Plan.

     C.   Disability.  Disability means that a
Participant, by reason of mental or physical
disability, is incapable of further employment by the
Employer.  In the event of disability said
Participant's Accrued Benefit shall be distributed to
him if he so elects in the form of a single payment
valued in the same manner as if he had attained full
retirement age as provided in Paragraph A(4) above.
Disability shall be established to the satisfaction of
the Administrative Committee.

     D.   Termination of Employment.  In the event a
Participant voluntarily or involuntarily terminates
employment with a nonforfeitable Accrued Benefit of
$3,500 or less, the Participant shall be paid such
Accrued Benefit in a single payment as soon as is
reasonably possible after the date he terminates
employment.  If the Participant's nonforfeitable
Accrued Benefit exceeds $3,500 at the time it first
becomes available for distribution, such benefit shall
be paid as provided in Paragraph A(4) of this Article
within 60 days after the close of the Plan Year in
which the Participant attains Normal Retirement Age,
unless the Participant consents to an earlier
distribution or elects to defer payments as provided in
Paragraph A(3) of this Article.

     The Committee shall file such reports with the
Secretary of Labor and Treasury and provide such
information to a terminated Plan Participant as is
required by law and regulations.

     E.   Time of First Payment.  Upon death,
attainment of normal retirement age by a Participant
who has separated from service with the Employer,
termination of employment with a vested Accrued Benefit
of less than $3,501, or receipt by the Committee of a
disabled Participant's election to receive disability
benefits, distribution of an affected Participant's
nonforfeitable Accrued Benefit shall commence as soon
as is reasonably possible, but in no event shall
distribution commence later than sixty (60) days
following the Plan Year during which such
aforementioned event occurs, provided that if a
Participant or beneficiary is entitled to elect to
defer receipt of such a distribution pursuant to the
provisions of Paragraphs A(3) or B of this Article VII
and such an election is made, commencement of benefits
shall be deferred to the date elected by the
Participant or beneficiary.

     F.   Distribution of Allocation Attributable to
Last Year of Participation.  The amount, if any,
allocated to the Participant's account for the Plan
Year in which an event described in Paragraph E occurs
shall be paid no later than sixty days after the end of
such Plan Year, unless the Participant or beneficiary
elects to defer the commencement of benefits in
accordance with Paragraph A(3) or B of this Article
VII, or fails to consent to the distribution as
required by this Article.

     G.   Distribution to Persons Under Disability.
Distributions to minors or incompetents may be made by
the Trustee either (1) directly to the minor, (2) to
the legal guardians of the minor or incompetent, or (3)
to the parent of the minor.  The Trustee shall not be
required to see to the application of any such
distribution so made to any of said persons, but the
Trustee's receipts therefor shall be a full discharge
of the Trustee.

     H.   No Reduction in Benefits by Reason of
Increase in Social Security Benefits.  Notwithstanding
any other provision of the Plan, in the case of a
Participant who is receiving benefits under the Plan,
or in the case of a Participant who has terminated
employment with the Employer and who has a
nonforfeitable Accrued Benefit, such benefits will not
be decreased by reason of any increase in the benefit
levels payable under Title II of the Social Security
Act.

                          ARTICLE VIII
                 Provision Against Anticipation
     A.   No Alienation of Benefits.  Until
distribution pursuant to the terms hereof and except as
hereinafter provided in this Article VIII, no
Participant shall have the right or power to alienate,
anticipate, commute, pledge, encumber, or assign any of
the benefits, proceeds, or avails of the funds set
aside for him under the terms of this Plan, and no such
benefits, proceeds, or avails shall be subject to
seizure by any creditor of the eligible Employee under
any writ or proceedings at law or in equity.
B.   Qualified Domestic Relations Orders.
Notwithstanding any other Plan provision, the following
procedures shall apply when any domestic relations
order (entered on or after January 1, 1985) is received
by the Plan with respect to a Participant.

          1.   The Committee shall promptly notify the
Participant, and (a) each person named in the order as
entitled to payment of Plan benefits, and (b) any other
person entitled to any portion of the Participant's
Plan benefits (persons referred to in (a) and (b) are
hereafter alternate payees) of the receipt of such
order and of the Committee's procedures for determining
the qualified status of the order.  The Committee shall
permit each alternate payee to designate a
representative for receipt of copies of notices.

          2.   Immediately upon receipt of such order,
the Committee shall direct the Trustee to segregate in
a separate account the amounts which are in pay status
and which are payable to the alternate payee under the
order.

          3.   The Committee shall meet promptly after
receipt of the order and determine whether the order is
a Qualified Domestic Relations Order.  The Committee
shall promptly notify the Participant and each
alternate payee of its decision.  A Qualified Domestic
Relations Order is any judgment, decree or order
(including approval of a property settlement agreement)
that:

               a.   Relates to the provision of child
support, alimony payments, or marital property rights
to a spouse, former spouse, child or other dependent of
a Participant;

               b.   Is made pursuant to a State
domestic relations law (including a community property
law);

               c.   Creates or recognizes the existence
of an alternate payee's right to receive all or a
portion of a Participant's Plan benefits;

               d.   Clearly specifies (i) the name and
last known mailing address, if any, of the Participant,
and the name and mailing address of each alternate
payee covered by the order; (ii) the amount or
percentage of the Participant's benefits to be paid by
the Plan to each alternate payee, or the manner in
which the amount or percentage is to be determined;
(iii) the number of payments or period to which the
order applies; and (iv) the plan to which the order
applies;

               e.   Does not require the Plan to
provide any form of benefit not otherwise provided by
the Plan or any increased benefits, and does not
require the payment of benefits to an alternate payee
which are required to be paid to another alternate
payee under another order previously determined to be a
Qualified Domestic Relations Order.
4.   The Committee's decision shall be final
unless the Participant or an alternate payee gives
written notice of appeal within 60 days after receipt
of the Committee's decision.

          5.   If within 18 months an order is finally
determined to be a Qualified Domestic Relations Order,
the segregated amounts plus interest (if any) shall be
paid to the persons entitled thereto, and thereafter
the alternate payee shall receive payments pursuant to
the terms of the order.  Amounts subject to the order
which are not in pay status shall be transferred to a
separate account in the name of the alternate payee and
thereafter held for such payee's benefit pursuant to
the terms of the order.  If within 18 months the order
is determined not to be a Qualified Domestic Relations
Order, or if the issue has not been finally determined,
the Committee shall pay the segregated amounts to the
person who would have been entitled thereto if there
had been no order.  Any determination that an order is
qualified after the close of the 18 month period shall
be applied prospectively only.

          6.   The Committee's procedures shall
generally conform to the Plan's claims procedures.

                           ARTICLE IX
                     Loans to Participants

     A Participant may obtain a loan from his or her
Deferred Income Contribution Account, pre-1996 Employer
Matching Contribution Account, and Rollover Account
under the Plan in accordance with the terms of the
written participant loan program established by the
Committee, the terms and conditions of which are
included in the Summary Plan Description and
incorporated herein by reference.  No loan shall be
made which does not meet the following requirements:

     A.   A Participant shall apply for a loan in
accordance with such procedures as the Committee shall
require.

     B.   The total amount of the loan, together with
the outstanding balance of all other Plan loans to the
Participant, shall not exceed the lesser of (1) $50,000
reduced by the excess, if any, of the highest
outstanding balance of loans during the one year period
ending on the day before the loan is made over the
outstanding balance of loans from the Plan on the date
on which such loan was made, or (2) one-half of the sum
of the Participant's vested Deferred Income
Contribution Account, vested pre-1996 Employer Matching
Contribution Account, and Rollover Account.  For
purposes of the dollar limitations imposed by this
Paragraph B, all plans maintained by the Employer and
any trade or business which is a member of a controlled
group of trades or businesses or an affiliated service
group under Code Sections 414(b), 414(c) and 414(m)
shall be treated as one Plan.

     C.   Each loan shall bear interest at a
commercially reasonable rate as determined by the
Committee.  In determining the interest rate, the
Committee shall consider interest rates being charged
by local financial institutions for similar loans with
similar collateral.
D.   Each loan shall have a definite maturity date
and shall be repayable in level installment payments
not less frequently than quarterly.  The term for
repayment shall not exceed five years unless the loan
is used to acquire a dwelling unit which within a
reasonable time (determined at the time the loan is
made) is to be used as the principal residence of the
applicant.  In that case, the Committee will determine
the term for repayment of such a loan, which shall not
exceed the term normally available through financial
institutions offering such loans in similar amounts
with similar collateral.

     E.   Interest paid on the loan shall accrue to the
account of the Participant.  All loans outstanding to a
Participant shall be secured by not more than 50% of
the sum of the Participant's  vested Deferred Income
Contribution Account, vested pre-1996 Employer Matching
Contribution Account, and Rollover Account, with the
determination being made as of the date of the loan
approval.  The Participant's loan payments shall be
reallocated among the Plan investment funds in
accordance with the Participant's most recent
investment directions made pursuant to Article XI of
the Plan.

     F.   Loans shall be available to all Participants
on a reasonably equivalent basis.  Credit-worthiness
may be considered.

     G.   Loans shall not be made available to Plan
Participants who are Highly Compensated Employees (as
defined in Section 414(q)) in amounts greater than the
amount made available to other Plan Participants based
upon a uniform percentage of nonforfeitable Accrued
Benefits.

     H.   If an event occurs which results in a
distribution (other than an in-service distribution) to
any Participant or former Participant or to a
beneficiary and a loan to such Participant is
outstanding, the unpaid loan balance, including
interest accrued thereon to the date of the
distribution shall be deducted from the amount of the
distribution.  A Participant may prepay his loan in
full at any time without penalty.
I.   A Participant may have only one outstanding
loan at a time.  The minimum loan that may be made to a
Participant is $1,000 (not more than $1,000.)

                           ARTICLE X
                   Administrative Committee -
               Named Fiduciary and Administrator

     A.   Appointment of Committee.  The Board of
Directors of the Employer shall appoint an
Administrative Committee of not fewer than three (3)
persons.  The Committee shall perform administrative
duties set forth in part hereinafter and serve for such
terms as the Board of Directors may designate or until
a successor has been appointed or until removal by the
Board of Directors.  The Board of Directors shall
advise the Trustee in writing of the names of the
members of the Committee and any changes thereafter
made in the membership of the Committee.  Vacancies due
to resignation, death, removal, or other causes shall
be filled by the Board of Directors.  Members shall
serve without compensation for service.  All reasonable
expenses of the Committee shall be paid by the
Employer.  The number of Committee members may be
changed by the Board of Directors of the Employer at
any time.

     B.   Committee Action.  The Committee shall choose
a secretary who shall keep minutes of the Committee's
proceedings and all data, records, and documents
pertaining to the Committee's administration of the
Plan.  The Committee shall act by a majority of its
members at the time in office, and such action may be
taken either by a vote at a meeting or in writing
without a meeting.  The Committee may by such majority
action authorize its secretary or any one or more of
its members to execute any document or documents on
behalf of the Committee, in which event the Committee
shall notify the Trustee in writing of such action and
the name or names of those so designated.  The Trustee
thereafter shall accept and rely conclusively upon any
direction or document executed by such secretary,
member, or members as representing action by the
Committee until the Committee shall file with the
Trustee a written revocation of such designation.  A
member of the Committee who is also a Participant
hereunder shall not vote or act upon any matter
relating solely to himself.

     C.   Rights and Duties.  The Committee shall be
the Plan administrator and named fiduciary of the Plan
and shall have the power and authority in its sole,
absolute and uncontrolled discretion to control and
manage the operation and administration of the Plan and
shall have all powers necessary to accomplish these
purposes. The responsibility and authority of the
Committee shall include but shall not be limited to the
following:

          1.   Determining all questions relating to
the eligibility of Employees to participate;

          2.   Computing and certifying to the Trustee
the amount and kind of benefit payable to Participants,
Spouses and beneficiaries;
3.   Authorizing all disbursements by the
Trustee from the Trust;

          4.   Establishing and reducing to writing and
distributing to any Participant or beneficiary a claims
procedure, and administering that procedure including
the processing and determination of all appeals
thereunder;

          5.   Maintaining all necessary records for
the administration of the Plan other than those which
the Trustee has specifically agreed to maintain
pursuant to this Plan and Trust Agreement; and

          6.   Interpretation of the provisions of the
Plan and publication of such rules for the regulation
of the Plan as in the Committee's sole, absolute and
uncontrolled discretion are deemed necessary and
advisable and which are not inconsistent with the terms
of the Plan or ERISA.

     D.   Investments.  The Committee shall be a named
fiduciary with the power (1) to select separate
investment funds to be communicated to Participants,
who shall have the right to allocate assets in their
Deferred Income Contribution Accounts, Pre-1996
Employer Matching Contribution Accounts and Rollover
Accounts, if any, among the Plan Funds; (2) to monitor
the investment performance of those Funds; and (3) with
respect to Participants who do not allocate assets in
such Accounts among the Plan Funds, to select the
Fund(s) in which such assets shall be invested.

     The Committee shall not be liable for any loss or
for any breach of fiduciary responsibility which
results from a Participant's exercise of control over
all or part of the investments of his Plan Accounts.
Where a Participant is directing the investment of all
or part of his Accounts, the Committee shall have no
responsibility to maintain diversification of the self-
directed portion of such Accounts.

     E.   Information - Reporting and Disclosure.  To
enable the Committee to perform its functions, the
Employer shall supply full and timely information to
the Committee on all matters relating to the
compensation of all Participants, their continuous
regular employment, their retirement, death, or the
cause for termination of employment, and such other
pertinent facts as the Committee may require, and the
Committee shall furnish the Trustee such information as
may be pertinent to the Trustee's administration of the
Plan.  The Committee as Plan Administrator shall have
the responsibility of complying with the reporting and
disclosure requirements of ERISA to the extent
applicable.
F.   Standard of Care Imposed Upon the Committee.
The Committee shall discharge its duties with respect
to the Plan solely in the interest of the Participants
and beneficiaries and (1) for the exclusive purpose of
providing benefits to Participants and their
beneficiaries and defraying reasonable expenses of the
Plan; (2) with the care, skill, prudence, and diligence
under the circumstances then prevailing that a prudent
man acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of
like character and with like aims; and (3) in
accordance with the Plan provisions.

     G.   Allocation and Delegation of Responsibility.
The Committee may by written rule promulgated under
Paragraph C above allocate fiduciary responsibilities
among Committee members and may delegate to persons
other than Committee members the authority to carry out
fiduciary responsibilities under the Plan, provided
that no such responsibility shall be allocated or
delegated to the Trustee without its written consent.

     In the event that a responsibility is allocated to
a Committee member, no other Committee member shall be
liable for any act or omission of the person to whom
the responsibility is allocated except as may be
otherwise required by law.  If a responsibility is
delegated to a person other than a Committee member,
the Committee shall not be responsible or liable for an
act or omission of such person in carrying out such
responsibility except as may otherwise be required by
law.

     H.   Bonding.  Where required by law, each
fiduciary of the Plan and every person handling Plan
funds shall be bonded.  It shall be the obligation of
the Committee to assure compliance with applicable
bonding requirements.  The Trustee shall not be
responsible for assuring compliance with the bonding
requirements.

     I.   Claims Procedure.  As required by
Paragraph C, the Committee shall establish a claims
procedure which shall be reduced to writing and
provided to any Participant or beneficiary whose claim
for benefits under the Plan has been denied.  The
procedure shall provide for adequate notice in writing
to any such Participant or beneficiary and the notice
shall set forth the specific reasons for denial of
benefits written in a manner calculated to be
understood by the Participant or beneficiary.  The
procedure shall afford a reasonable opportunity to the
Participant or beneficiary for a full and fair review
by the Committee of the decision denying the claim.
The Trustee shall have no responsibility for
establishing such a procedure or assuring that it is
carried out.

     J.   Funding Policy.  The Committee shall be
responsible for establishing and carrying out a funding
policy for the Employer's Plan.  In establishing such a
policy, the short-term and long-term liquidity needs of
the Plan shall be determined to the extent possible by
considering among other factors the anticipated
retirement date of Participants, turnover and
contributions to be made by the
Employer.  The funding policy and method so
established shall be communicated to the Trustee.

     K.   Indemnification.  The Employer does hereby
indemnify and hold harmless each Committee member from
any loss, claim, or suit arising out of the performance
of obligations imposed hereunder and not arising from
said Committee member's willful neglect or misconduct
or gross negligence.

                           ARTICLE XI
                   Investment of Trust Funds

     A.   Allocations and Transfers.  For investment
purposes, each Participant shall have the right to
allocate contributions made to his Deferred Income
Contribution Account, pre-1996 Employer Matching
Contribution Account, and Rollover Account, if any,
among the Plan Funds selected by the Committee in
accordance with rules adopted by the Committee and
uniformly applied.  A Participant may transfer amounts
in his Deferred Income Contribution Account, pre-1996
Employer Matching Contribution Account, and Rollover
Account, if any, from one Fund to another in such
increments and at such times as shall be provided by
rules adopted by the Committee with the consent of the
Trustee and uniformly applied.  With respect to the
assets in such accounts of Participants who do not
allocate contributions on their behalf among the Plan
Funds, the Committee will select the Funds in which
such assets will be invested.  Notwithstanding the
foregoing, a Participant's post-1995 Employer Matching
Contribution Account shall be invested in the Crane Co.
Common Stock Fund on and after the date the Crane Co.
Common Stock Fund is established, and a Participant may
not transfer amounts in such Account to any other Fund.

          1.  Crane Co. Common Stock Fund.  The Board
of Directors of the Employer may direct the Committee
to establish a Crane Co. Common Stock Fund designed to
invest primarily in common stock of Crane Co., the
Employer's parent corporation.  Plan assets invested in
the Crane Co. Common Stock Fund and dividends on stock
acquired with such assets shall be invested in shares
of Crane Co. common stock purchased on the open market,
or from other Participants who are making transfers or
who are receiving cash distributions, withdrawals or
loans from the Plan, at a price equal to the closing
price of the stock on the business day prior to the
business day on which the distribution or transfer is
processed.  Pending any purchase of Crane Co. common
stock, the Trustee shall, after making provision for
any current cash needs of the Crane Co. Common Stock
Fund, invest any such cash contributions in short-term
fixed-income obligations.  Purchases of Crane Co.
common stock shall first be made from Participants who
are making transfers or who are receiving cash
distributions, withdrawals or loans from the Plan, at a
price equal to the closing price of the stock on the
business day prior to the business day on which the
distribution or transfer is processed.  When Crane Co.
common stock is purchased on the open market through
normal trading on the stock exchange, the purchases
usually will be made every two weeks and that stock
will be allocated to Participants' accounts
based on the prices at which purchases were made.

     Purchases of Crane Co. common stock shall be
subject to such restrictions as to volume and time of
purchase as are necessary to avoid influencing the
market for such common stock under the Securities
Exchange Act of 1934.  Upon the written request of the
Employer, the Trustee shall employ an agent or agents
to purchase Crane Co. common stock, in such amount and
for such time period as the Employer shall specify in
its request.  The fees of such purchasing agent or
agents shall, unless paid by the Employer, be paid from
the Crane Co. Common Stock Fund.  The Trustee shall
retain Crane Co. common stock acquired for the Crane
Co. Common Stock Fund regardless of fluctuations in
value.  The Trustee shall have no authority or
responsibility to sell or dispose of Crane Co. common
stock in such Fund, except in the normal course of Fund
administration to satisfy distribution, transfer,
withdrawal requirements, or Administrative Committee
directions pursuant to provisions of this Plan and
Trust.  The Trustee may cause any securities or other
property, from time to time, held by it to be
registered in, or transferred into, the individual name
of the Trustee, without any indication of its fiduciary
capacity, or in the name of its nominee, or it may
retain them unregistered and in form permitting
transferability by delivery, but the books and the
records of the Trust shall at all times show that all
such investments are part of the Fund.

     2.  Voting of Crane Co. Common Stock.

          a.   Participant Direction.  Each Participant
may direct the Plan recordkeeper how all shares of
Crane Co. common stock allocated to the Accounts of the
Participant and invested in the Crane Co. Common Stock
Fund shall be voted.

          b.   Information to Participants.  Before
each meeting of Crane Co. shareholders, the Plan
recordkeeper shall obtain from Crane Co. any proxy
solicitation materials Crane Co. may have prepared.
Upon receipt of such material, the Plan recordkeeper
shall distribute copies to each Participant having
shares of Crane Co. common stock allocated to his
Accounts as of the record date for vote of the
shareholders, together with a form prepared by the Plan
recordkeeper by which the Participant may direct the
Plan recordkeeper how the shares allocated to his
Accounts shall be voted.  The Plan recordkeeper shall
also distribute to Participants copies of materials
prepared and submitted to the Plan recordkeeper by
parties other than Crane Co. regarding any contested
matter under consideration, together with a similar
instruction form prepared by the Plan recordkeeper.

          c.   Voting.  The Plan recordkeeper shall
tabulate the voted proxies and shall instruct the
Trustee how such proxies are to be voted.  If
instructions are not timely received by the Plan
recordkeeper with respect to any such stock, the
Trustee shall vote the uninstructed allocated Crane Co.
stock and any unallocated Crane Co. stock in the same
proportion as the Trustee was instructed to vote with
respect to the allocated Crane Co.
stock for which it received voting instructions from
Participants.

          d.   Confidentiality.  The Plan recordkeeper
shall keep Participant voting directions in confidence.
The Plan recordkeeper shall not reveal or release any
individual Participant voting directions to Crane Co.,
the Employer or any other party.  Notwithstanding the
foregoing, the Trustee may inform Crane Co. or a
contesting party, at the request of either of them, of
the number of shares of Crane Co. common stock for
which voting instructions have been received at a given
point in time and how such shares are to be voted.

     3.   Tender Offers for Crane Co. Common Stock.

          a.   Sale of Stock.  In the event of a
transaction involving Crane Co. common stock evidenced
by the filing of a Schedule 14D-1 with the Securities
and Exchange Commission (SEC) or any other similar
transaction (such transaction is referred to as "Tender
Offer" and the date relevant documents are first filed
with the SEC is referred to as the "Filing Date"), the
Trustee shall sell, convey, or transfer Crane Co.
common stock pursuant to the Tender Offer only in
accordance with the written instructions of the Plan
recordkeeper as provided in this Section.

          b.   Suspension of Share Purchases.  In the
event of a Tender Offer, the Trustee shall suspend all
purchases of Crane Co. common stock on and after the
Filing Date and until the termination of the Tender
Offer.  During such period, the Trustee shall invest
available cash in short-term fixed-income obligations.
All shares purchased through the Filing Date and any
remaining cash shall be allocated to the accounts of
Participants as if the Filing Date was a Valuation
Date.

          c.   Information to Participants.  The Plan
recordkeeper shall request confidential written
instructions from Participants who wish to tender Crane
Co. common stock allocated to their Accounts pursuant
to the Tender Offer.  In seeking such instructions, the
Plan recordkeeper shall distribute and make available
to each affected Participant any portion of the
following materials deemed relevant by the Trustee:

               (1)  A copy of the description of the
     terms and conditions of the Tender Offer filed
     with the SEC on Schedule 14D-1.

               (2)  If requested by Crane Co., a
     statement from Crane Co. management setting forth
     its position with respect to the Tender Offer
     which is filed with the SEC on Schedule 14D-9
     and/or a communication from Crane Co. given
     pursuant to 17 C.F.R. 240.14d-9(e), as amended.
(3)  An instruction form to be used
     by any Participant who wishes to instruct the Plan
     recordkeeper to tender the shares of Crane Co.
     common stock allocated to the Participant's
     Accounts in response to the Tender Offer.  The
     instruction form shall state that (i) if the
     Participant fails to return the instruction form
     to the Plan recordkeeper by the indicated
     deadline, the Plan recordkeeper will not instruct
     the Trustee to tender the shares of Crane Co.
     common stock allocated to the Participant's
     account and (ii) the Participant's directions to
     the Plan recordkeeper shall be confidential.

               (4)  Such additional material or
     information as the Plan recordkeeper may consider
     necessary to assist the Participant in completing
     or delivering the instruction form (and any
     amendments thereto) to the Plan recordkeeper on a
     timely basis.

          d.   Payment.  The Plan recordkeeper shall
have the right to require payment in advance by Crane
Co. and the party making the Tender Offer of all
reasonably anticipated expenses of the Plan
recordkeeper in connection with the distribution of
information to and the processing of instructions
received from Participants.

          e.   Follow-Up Efforts; Other Information.
The Plan recordkeeper shall make such reasonable follow-
up efforts including, without limitation, additional
mailings or deliveries, bulletins, postings in work
areas, as the Plan recordkeeper considers appropriate
under the circumstances to ensure that each Participant
is made aware of his right to respond to the Tender
Offer.

          f.   No Recommendations.  Neither the
Administrative Committee nor the Plan recordkeeper
shall express any opinion or give any advice or
recommendation to any Participant concerning the Tender
Offer, nor shall they have any authority or
responsibility to do so.  The Plan recordkeeper has no
duty to monitor or police the party making the Tender
Offer or Crane Co. in promoting or resisting the Tender
Offer.  However, if the Plan recordkeeper or the
Trustee becomes aware of activity which on its face
reasonably appears to the Plan recordkeeper or the
Trustee to be materially false, misleading, or
coercive, the Trustee and the Plan recordkeeper shall
demand promptly that the offending party take prompt,
appropriate corrective action.  If the offending party
fails or refuses to take appropriate corrective action,
the Trustee and the Plan recordkeeper shall communicate
with affected Participants in such manner as it deems
advisable.

          g.   Tender of Stock.  The Trustee shall
sell, convey, or transfer allocated Crane Co. common
stock pursuant to the terms of the Tender Offer as
directed by the Plan recordkeeper.  If the Plan
recordkeeper does not receive instructions from a
Participant (or beneficiary or estate) regarding any
such Tender Offer for allocated Crane Co. common stock,
the Trustee shall have no discretion in such matter and
shall take no action with respect to such Tender Offer
for such allocated Crane Co. common stock.  The Plan
recordkeeper and the Trustee shall take no action as to
any unallocated Crane Co. common stock with respect to
such Tender Offer.
h.   Confidentiality.    The Plan
recordkeeper shall keep Participant instructions to
tender Crane Co. common stock in confidence.  The Plan
recordkeeper shall not reveal or release any individual
Participant instructions to Crane Co., the Employer,
the Administrative Committee or any other party.
Notwithstanding the foregoing, the Plan recordkeeper
the Trustee may inform Crane Co. or the party making
the Tender Offer at the request of either of them, of
the number of shares of Crane Co. common stock for
which instructions to tender have been received at a
given point in time.  If some but not all Crane Co.
common stock is sold pursuant to the Tender Offer, the
Employer, the Administrative Committee and the Trustee
shall take such action as is necessary to maintain the
confidentiality of the Participant records including
without limitation, establishment of security systems
and procedures which restrict access to Participant
records, and, if necessary, retention of an independent
agent to maintain such records.  If an independent
recordkeeping agent is retained, such agent must agree
not to disclose the composition of any Participant
accounts to Crane Co., its officers, directors,
employees and representatives.

          i.   Investment of Proceeds.  If Crane Co.
common stock is sold pursuant to the Tender Offer,
proceeds received by the Trustee shall be credited to
the Accounts of the affected Participants and invested
in short-term fixed-income investments.

          j.   Participant Is Named Fiduciary.  For
purposes of exercising voting rights and/or responding
to a Tender Offer, each Participant shall be a named
fiduciary under ERISA with respect to the Crane Co.
common stock credited to his Accounts.

     B.   Standard of Care Imposed Upon Trustee.  The
Trustee shall discharge its investment responsibilities
hereunder solely in the interests of the Participants
and beneficiaries and (1) for the exclusive purpose of
providing benefits to Participants and their
beneficiaries, and defraying reasonable expenses of
administering the Plan; (2) with the care, skill,
prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct
of an enterprise of a like character and with like
aims; (3) by diversifying the investments of the Plan
so as to minimize the risk of large losses; and (4) in
accordance with the terms of this Plan and Trust
Agreement.

     The Trustee shall not be liable for any loss or
for any breach of fiduciary responsibility which
results from a Participant's exercise of control over
all or part of the investment of his Plan Accounts.
Where a Participant is directing the investment of all
or part of his Accounts, the Trustee shall have no
responsibility to maintain diversification of the self-
directed portion of such Accounts.

                          ARTICLE XII
                  Powers and Duties of Trustee

     A.   Powers of Trustee.  Except as otherwise
provided in Article XI, the Trustee shall have the
power with regard to Trust property:

          1.   to sell, convey, transfer, mortgage,
pledge, lease, or otherwise dispose of the same without
the approval of any court and without obligation upon
any person dealing with the Trustee to see to the
application of any money or other property delivered to
it;

          2.   to exchange property or securities for
other property or securities;

          3.   to keep any or all securities or other
property in the name of a nominee;

          4.   to vote, either in person or by proxy,
any shares of stock held as part of the assets of this
Trust;

          5.   to collect the principal or income of
the Trust as the same shall become due and payable and,
if necessary, to take such legal action as it
determines to be in the best interest of the Trust to
collect any sum of money due the Trust. The Trustee
shall be under no obligation to commence suit unless it
shall have been first indemnified by the Trust Fund
with respect to expenses or losses to which it may be
subjected through taking such action;

          6.   to borrow money for Trust purposes and
to have power to execute and deliver notes, mortgages,
pledges, or other instruments as may be necessary in
connection therewith;

          7.   to pay the expenses of the Trust out of
the Fund, including any taxes and reasonable
compensation for its services as Trustee, if and to the
extent that the Employer does not pay such expenses and
compensation; and

          8.   generally to do all such acts, execute
all such instruments, take all such proceedings, and
exercise all such rights and privileges with relation
to the assets of the Trust as it deems necessary to
carry out its obligations hereunder to the extent
consistent with the rights of Participants and
beneficiaries and the standard of care imposed by
Paragraph B of Article XI.

     B.   Annual Accounts.  The Trustee within a
reasonable period following the close of each Plan Year
of the Trust (not to exceed 120 days) shall render to
the Employer and to the Committee a certified account
of its administration of the Trust during the preceding
year which shall include such information maintained by
the Trustee which is necessary to enable the Plan
Administrator to comply with the reporting requirements
of federal law.  The Trustee is hereby relieved of all
obligations of the Trustees Accounting Act of the State
of Washington.
C.   Notices and Directions.  Whenever a notice or
direction is given to the Trustee, the instrument shall
be signed in the name of the Committee as authorized in
Paragraph B of Article X.  The Trustee shall be
protected in acting upon any such notice, resolution,
order, certificate, opinion, telegram, letter, or other
document believed to be genuine and to have been signed
by the proper party or parties and may act thereon
without notice to any Participant and without
considering the rights of any Participant.  The Trustee
shall not be required to determine or make any
investigation to determine the identity or mailing
address of any person entitled to benefits under the
Plan and shall send checks and other papers to such
persons at addresses as may be furnished it by the
Committee.  Provided, that, a notice or direction by a
Participant who has elected to direct the investment of
his individual Plan Accounts shall be signed by the
Participant, and the Trustee shall be protected in
acting upon any such notice, resolution, order,
certificate, opinion, telegram, letter or other
document believed to be genuine and to have been signed
by the Participant and may act thereon without notice
to any Participant.

                          ARTICLE XIII
                       Trust Construction

     This agreement shall be construed in accordance
with ERISA and regulations issued thereunder and, to
the extent applicable, the laws of the State of
Washington.

                          ARTICLE XIV
                      Liability of Trustee

     A.   Actions of Trustee Conclusive.  In the
performance of its duties under this Trust, the Trustee
shall exercise good faith and comply with the standard
of care imposed upon it and with the terms of this
agreement.  The Trustee shall have the authority to
interpret its responsibilities hereunder and in the
absence of fraud or breach of fiduciary responsibility,
the Trustee's interpretation shall be conclusive.  In
case any dispute or doubt arises as to the Trustee's
rights, liabilities or duties hereunder, the Trustee
may employ counsel and take the advice of such counsel
as it may select and shall be fully protected in acting
upon and following such advice except to the extent
otherwise provided by law.  The Trustee shall be
entitled to reimburse itself from the Trust Fund for
reasonable expenses thereby incurred.
B.   Distributions by Trustee.  Until the Trustee
receives written notice of any agreement or occurrence
having effect upon any rights hereunder, including but
not limited to birth, marriage, divorce, death, and/or
agreements between Spouses, the Trustee shall incur no
liability for distributions made pursuant to the
Committee's instructions.

                           ARTICLE XV
               Resignation and Removal of Trustee

     A.   Resignation.  The Trustee may resign at any
time by giving the Employer one-hundred twenty (120)
days' written notice of such resignation, sent by
registered mail, addressed to the last known offices of
the Employer, and in such event the Employer shall
designate a successor Trustee within one-hundred twenty
(120) days, failing in which the Trustee shall petition
the Superior Court of the State of Washington to
designate a successor Trustee, which successor Trustee
may be a corporate Trustee or an individual Trustee.

     B.   Removal.  The Employer may, by action of its
Board of Directors, remove a Trustee, with or without
cause, by giving the Trustee at least one-hundred
twenty (120) days' written notice and by appointing a
successor Trustee or Trustees, corporate or individual,
or any combination of Trustees.

     C.   Waiver.  The Trustee and the Employer may
agree to waive such written notice or may cause a
resignation or removal to become effective before the
running of the notice period.

     D.   Settlement of Account.  In the case of the
resignation or removal of the Trustee, the Trustee
shall have the right to a settlement of its account,
which may be made, at the option of the Trustee, either
(1) by judicial settlement in an action instituted by
the Trustee in a court of competent jurisdiction, or
(2) by agreement of settlement between the Trustee,
Committee, and the Employer.  Upon such settlement, all
right, title, and interest of such Trustee in the
assets of the Trust and all rights and privileges under
this agreement theretofore vested in such Trustee shall
vest in the successor Trustee, and thereupon all of
such Trustee's responsibility hereunder shall
terminate, provided, however, that the Trustee shall
execute, acknowledge, and deliver all documents and
written instruments which are necessary to transfer and
convey the right, title, and interest in the trust
assets and all rights and privileges to the successor
Trustee.
E.   Duties Before and After Successor's
Appointment. Pending appointment of any successor
Trustee and acceptance of such appointment, the
remaining Trustee or Trustees shall have full power and
authority to take any action hereunder.  Upon accepting
appointment as a successor Trustee, the successor
Trustee shall have the same duties and obligations as
those imposed upon the Trustee by this Agreement,
provided, however, no successor Trustee shall be liable
or responsible for anything done or omitted in the
administration of the Fund prior to the date he became
Trustee.

                          ARTICLE XVI
                             Suits

     If any person or party to this agreement shall
request the Trustee to bring any action at law or suit
in equity to determine any of the provisions or rights
arising out of this agreement, the Trustee shall not be
obligated to bring such suit unless the Trustee is
fully indemnified for all costs of such action,
including a reasonable sum for attorneys' fees.

                          ARTICLE XVII
                   Mergers and Consolidations

     In the case of any merger or consolidation with
any other plan or a transfer of assets or liabilities
to any other plan, each Participant shall be entitled
to receive a benefit immediately after such a merger,
consolidation or transfer, which is equal to the
benefit he would have been entitled to immediately
before if the Plan had been terminated.

                         ARTICLE XVIII
          Amendment and Termination of Plan and Trust

     A.   Right to Amend and Terminate.  The Employer
represents that the Plan is intended to be a continuing
and permanent program for Participants, but reserves
the right to terminate the Plan and Trust at any time.
The Employer may, by action of the Board, modify,
alter, or amend this Plan and Trust in whole or in
part, provided that no such modification, alteration,
or amendment shall enlarge the duties or liabilities of
the Trustee without its consent, nor reduce the
Participant's Accrued Benefit hereunder, except to the
extent permitted by Code Section 412(c)(8).  For
purposes of this Article, a Plan amendment which has
the effect of (1) eliminating or reducing an early
retirement benefit or retirement-type subsidy, or
(2) eliminating an optional form of benefit, with
respect to benefits attributable to service before the
amendment, shall be treated as reducing the Accrued
Benefit.  in the case of a retirement-type subsidy, the
preceding sentence shall apply only with respect to a
Participant who satisfies (either before or after the
amendment) the preamendment conditions for the subsidy.

     B.   No Revesting.  No termination, modification,
alteration, or amendment shall have the effect of
revesting in the Employer any
part of the principal or income of the Trust,
except as otherwise permitted by the Plan.

     C.   Exclusive Benefit of Employees.  At no time
during the existence of this Plan and Trust or at its
termination may any part of the Trust corpus or income
be used for or directed to purposes other than for the
exclusive benefit of the Participants hereof or their
beneficiaries.

     D.   Termination.

          1.   This Plan and Trust shall terminate upon
the occurrence of any of the following:

               a.   Written notice of the Employer to
the Trustee;

               b.   Complete discontinuance of
contributions by the
Employer;

               c.   The dissolution or merger of the
Employer unless a successor to the business agrees to
continue the Plan and Trust by executing an appropriate
agreement, in which event such successor shall succeed
to all the rights, powers and duties of the Employer.

          2.   In the event that the Employer is taken
over by a successor who agrees to continue the Plan,
the employment of any Employee who is continued in the
employ of such successor shall not be deemed to have
been terminated or severed for any purpose hereunder.
3.   Notwithstanding any provision hereof to
the contrary, upon termination or partial termination
of the Plan and Trust, or upon complete discontinuance
of contributions to the Plan, the interest of all
affected Participants and all unallocated units,
shares, or amounts shall fully vest and become
nonforfeitable.  Upon termination, the Trust Fund shall
be liquidated by the Trustee as promptly as shall then
be reasonable under the circumstances, and each
Participant shall receive his Accrued Benefit in the
form described in Article VII, Paragraph A(4), provided
that a Participant shall not receive his Deferred
Income Contribution Account, and any income thereon, on
account of Plan termination unless the Plan termination
occurs without the establishment or maintenance of
another defined contribution plan (other than an
employee stock ownership plan).

                          ARTICLE XIX
         Top Heavy Plans Defined and Other Definitions

     A.   Top Heavy Plan.  The Plan is Top Heavy and
subject to the requirements of this Article and Article
XX if for a Plan Year, as of the Determination Date,
the Accrued Benefits of Key Employees in the Plan
aggregated with the Accrued Benefits of Key Employees
in all qualified plans maintained by the Employer and
each member of the Controlled Group exceed 60% of the
Accrued Benefits of all employees (excluding Non-Key
Employees who were Key Employees in a prior plan year)
in all qualified plans maintained by the Employer and
all members of the Controlled Group which are in the
Required Aggregation Group (the Top Heavy Test).
Provided, the foregoing shall not apply and the Plan
shall not be Top Heavy if the Plan is Permissively
Aggregated and as a result the Top Heavy Test results
in a percentage of 60% or less.

     B.   Additional Definitions for Use in this
Article and Article XX.

          1.   Accrued Benefits.  Accrued Benefits
means:

               a.   for each defined contribution plan,
the Employee's account balances as of the Valuation
Date coinciding with the Determination Date, adjusted
for contributions required to be made under Code
Section 412, and to be allocated as of a date not later
than the Determination Date, although not yet
contributed; and

               b.   for each defined benefit plan, the
present value as of the Valuation Date coinciding with
the Determination Date of the employee's accrued
benefits determined pursuant to the plan's provisions.

     In computing a. and b., all benefits attributable
to Employer contributions and all benefits attributable
to Employee contributions (excluding deductible
Employee contributions, if any) are to be taken into
consideration.  All such benefits of individuals who
have not performed services for the Employer or a
member of the Controlled Group maintaining this Plan
any time
during the five-year period ending on the Determination
Date are not taken into consideration.  All
distributions made in the Plan Year including the
Determination Date and in the four preceding Plan Years
are to be added back, including distributions from a
terminated plan of a member of the Controlled Group,
and excluding amounts which were rolled over or
transferred to a plan of a member of the Controlled
Group under circumstances which require such amounts to
be considered part of the accrued benefit under the
recipient plan.  Rollovers and transfers to this Plan
or a plan of a member of the Controlled Group initiated
by an Employee and made after December 31, 1983, are
not to be taken into consideration in computing a. and
b. above.  Such rollovers and transfers on or prior to
such date are to be considered.  No accrued benefits of
a Non-key Employee with respect to this Plan or any
plan aggregated under subparagraph 7 or 8 below) for a
Plan Year shall be taken into consideration if the Non-
Key Employee was a Key Employee with respect to such
plan for any prior Plan Year.

          2.   Controlled Group.  Controlled Group
means all employers required to be aggregated under
Code Section 414(b), (c) or (m).

          3.   Determination Date.  Determination Date
means the last day of the plan year preceding the plan
year in question or, in the first plan year, the last
day thereof.  Where plans other than this Plan are in
question, the Determination Date for each plan shall be
the last date of the plan year that falls within the
same calendar year.

          4.   Key Employee.  Key Employee means any
employee or former employee of an employer (including
the beneficiary of any such deceased person) who at any
time during the Plan Year or any of the four preceding
Plan Years is or was:

               a.   an officer receiving annual
Compensation greater than 50% of the dollar limit in
effect under Code Section 415(b)(1)(A) for any such
plan year.  The number of officers of all members of
the Controlled Group required to be taken into account
shall be limited to 50 employees (or, if lesser, the
greater of three or ten percent of employees) and shall
not include employees described in Code Section
414(q)(8);

               b.   one of the ten employees (i)
receiving annual Compensation greater than the dollar
limit in effect under Code Section 415(c)(1)(A) for any
such plan year and (ii) owning the largest interest of
the employer; provided that if two employees own the
same interest in the employer, the employee receiving
greater annual Compensation shall be treated as having
a larger interest;

               c.   an employee owning more than five
percent of the Employer;

               d.   an employee receiving annual
Compensation in excess of $150,000 and owning more than
one percent of the employer.
In determining ownership of an employer, the rules
of Code Section 318 shall be applied substituting 5
percent for 50 percent in subparagraph (C) of Code
Section 318(a)(2).  In the case of an unincorporated
employer, ownership shall be determined in accordance
with regulations promulgated by the Secretary of the
Treasury.  Code Section 414(b),(c) and (m) shall not
apply
for purposes of determining ownership of an employer.

          5.   Minimum Benefit Accrual.  Minimum
Benefit Accrual means a benefit payable in the form of
a life annuity at normal retirement age under a defined
benefit plan which equals not less than the lesser of
(1) 20% of average Compensation or (2) 2% of average
Compensation times Years of Service.  Average
Compensation means the average of the employee's
Compensation for the five consecutive years when the
employee had the highest aggregate Compensation.  Years
of Service prior to January 1, 1984 are not taken into
account.  A Year of Service is disregarded if the Plan
is not Top Heavy for the Plan Year ending during the
Year of Service.  Compensation in years following the
last Plan Year in which the Plan is top heavy is not
taken into account.

          6.   Non-key Employee.  Non-key Employee
means any employee who is not a Key Employee.

          7.   Permissively Aggregated.  Permissively
Aggregated means:

               a.   the Required Aggregation Group; and

               b.   such additional plans which may be
aggregated without violating the requirements of Code
Sections 410 and 401(a)(4).

          8.   Required Aggregation Group.  Required
Aggregation Group means:

               a.   all qualified plans of the employer
and each member of the Controlled Group in which a Key
Employee is a participant; and

               b.   each other qualified plan which
must be considered along with the plans in a. in order
for the Plan to meet the requirements of Code Sections
410(b) and 401(a)(4).
9.   Super Top Heavy Plan.  A Super Top Heavy
Plan is a Top Heavy Plan as defined in this Plan with
90% substituted for 60% in the Top Heavy Test.

                           ARTICLE XX
                    Additional Requirements
                 Applicable to Top Heavy Plans

     A.   Minimum Vesting Requirements.  For each Plan
Year that the Plan is subject to the provisions of this
Article, a Participant's nonforfeitable Accrued Benefit
in his Employer Matching Contribution Accounts and
Deferred Income Contribution Account shall be
immediately 100% vested and nonforfeitable.

     B.   Minimum Employer Contributions.

          1.   General Rule.  Except as provided in
subparagraphs 2. and 3. hereof, for each Plan Year that
the Plan is subject to the provisions of this Article,
each Non-key Employee Participant shall receive an
allocation, without regard to any Social Security
contribution, to his Employer Contribution Account of
the lesser of:

               a.   three percent of his Compensation
(as defined in Article II, Paragraph G), or

               b.   the highest percentage of
Compensation (as defined in Article II, Paragraph G)
allocated to the account of a Key Employee.  This
subparagraph b. shall not apply and the required
contribution shall be 3% if exclusion of the Plan from
the Required Aggregation Group would cause a defined
benefit plan in the Required Aggregation Group to fail
to meet the requirements of Code Section 401(a)(4) or
410.

     In applying this subparagraph 1., failure of a
Participant to complete a Year of Service, make
mandatory contributions, if required, or receive
Compensation sufficient to justify an allocation during
the Plan Year shall not render such Participant
ineligible to receive a minimum employer contribution
under this Paragraph B.

          2.   Exceptions.  Subparagraph 1. does not
apply with respect to a Participant who

               a.   terminates employment with the
Employer and all members of the Controlled Group prior
to the last day of the Plan Year, or

               b.   is a participant in another defined
contribution plan which is in the Required Aggregation
Group and receives an allocation to his employer
contribution account in such plan equal to the above
(for the plan year ending on or before the
Determination Date), or

               c.   is a participant in a defined
benefit plan which is in the Required Aggregation Group
and receives thereunder for the plan year the Minimum
Benefit Accrual for the plan year ending on or before
the Determination Date.
          3.   Employee Participating in Defined
Benefit Plan.  For each Non-Key Employee Participant
who is also a participant in a defined benefit plan
which is in the Required Aggregation Group and which
does not provide the Minimum Benefit Accrual for the
plan year ending on or before the Determination Date,
subparagraph 1. shall be applied substituting 5% of
compensation for subparagraphs 1.a. and b.

     4.   Specific Rules.  In determining the Minimum
Employer Contribution hereunder, the following rules
shall govern:            a.

     Compensation in excess of $200,000 (as adjusted
pursuant to Code Section 416(d) (2)) shall not be
considered.

     b.   The Non-key Employee's account will receive
the Minimum Employer Contribution notwithstanding a
waiver of the minimum funding requirements of Code
Section 412.

     c.   Tax-deferred contributions by Non-Key
Employees to a qualified plan shall be disregarded; tax-
deferred contributions by Key Employees shall be taken
into account in determining the minimum required
employer contribution hereunder.

     C.   Adjustment to Maximum Permissible Benefits
Where Employer Maintains a Defined Contribution Plan
and a Defined Benefit Plan.  If the Plan is subject to
the provisions of this Article for a Plan Year, the
number "1" shall be substituted for the number "1.25"
in the definition of defined benefit fraction and
defined contribution fraction as defined in Article V,
Paragraph C.3. hereof.  The Plan shall be subject to
the requirements of this Paragraph for any Plan Year
unless (1) the Minimum Employer Contribution required
by Paragraph B hereof is not less than 4% or the
Minimum Benefit Accrual is not less than the lesser of
3% per Year of Service or 30%, and (2) the Plan is not
a Super Top-Heavy Plan.

                          ARTICLE XXI
                  Right to Discharge Employees

     Neither the establishment of the Plan and Trust
nor any modification thereof, nor the creation of any
funds or accounts nor the payment of any benefit, shall
be construed as giving any Participant, or any other
person whomsoever, any legal or equitable right against
the Employer, the Trustee, or the Committee unless the
same shall be specifically provided for in this
agreement or conferred by affirmative action of the
Committee or the Employer in accordance with the terms
and provisions of this agreement or as giving any
Employee or Participant the right to be retained in the
service of the Employer, and all Employees shall remain
subject to discharge by the Employer to the same extent
as if this Plan and Trust had never been adopted.

                          ARTICLE XXII
                    Return of Contributions;
                Declaration of Trust Contingent
              on Internal Revenue Service Approval

     Contributions made hereto are conditioned on
deductibility by the Employer under Section 404 of the
Code, and such contributions may not be made under a
mistake of fact.

     Contributions may be returned to the Employer in
the amount involved, within one year of the mistaken
payment of the contribution, the date of denial of
qualification, or disallowance of a deduction, as the
case may be.

     This Plan and Trust shall be contingent upon a
favorable Internal Revenue Service ruling as to the
initial acceptability under Section 401(a) of the
Internal Revenue Code, as amended, and exemption from
income taxation under Section 501(a) of the Internal
Revenue Code.  In the event that the Commissioner of
Internal Revenue determine that the Plan is not
initially qualified under the Internal Revenue Code,
and if the Employer does not effect an amendment which
will cure the defect, then this Plan and Trust will
thereupon terminate and be of no further force or
effect, and the Trustee shall forthwith return to the
Employer the current value of all contributions made
incident to that initial qualification by the Employer
(plus income, less any fees or expenses allocable
thereto) within one year after the date the initial
qualification is denied, but only if the application
for the qualification is made by the time prescribed by
law for filing the Employer's return for the taxable
year in which the Plan is adopted, or such later date
as the Secretary of the Treasury may prescribe.

                         ARTICLE XXIII
                     Rollover Contributions

     Subject to such terms and conditions as may from
time to time be established by the Committee, an
Employee of the Employer, whether or not a Participant,
may make (1) a direct rollover to this Plan from
another qualified retirement plan or from an IRA that
held only assets from a qualified retirement plan or
(2) a rollover contribution to this Plan of all or part
of the assets distributed to the Participant from
another qualified retirement plan or from an IRA that
held only assets from a qualified retirement plan,
provided that such amounts are contributed to the Plan
within sixty (60) days following receipt of the
distribution by the Employee and do not include any
Employee after-tax contributions from a qualified
retirement plan.  All direct rollovers and rollover
contributions shall be credited to a special Rollover
Account on behalf of the Employee and accounted for
separately, but shall be invested and reinvested along
with the assets of the Plan and treated in all respects
as other assets of the Plan.  A Participant's Rollover
Account shall, at all times, be 100% vested and
nonforfeitable.

                          ARTICLE XXIV
                    Trust-to-Trust Transfers

     A.   Trust-to-Trust Transfers.  This Article
applies to distributions made on or after January 1,
1993.  Notwithstanding any provision of the plan to the
contrary that would otherwise limit a distributee's
election under this Article, a distributee may elect,
at the time and in the manner prescribed by the plan
administrator, to have any portion of an eligible
rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a
direct rollover.

     B.   Definitions.

          1.   Eligible rollover distribution.  An
eligible rollover distribution is any distribution of
all or any portion of the balance to the credit of the
distributee, except that an eligible rollover
distribution does not include:  any distribution that
is one of a series of substantially equal periodic
payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the
distributee and the distributee's designated
beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution
is required under section 401(a)(9) of the Code; and
the portion of any distribution that is not includable
in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect
to employer securities).

          2.   Eligible retirement plan.  An eligible
retirement plan is an individual retirement account
described in section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the
Code, an annuity plan described in section 403(a) of
the Code, or a qualified trust described in section
401(a) of the Code, that accepts the distributee's
eligible rollover distribution.  However, in the case
of an eligible rollover distribution to the surviving
spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.

          3.   Distributee.  A distributee includes an
employee or former employee.  In addition, the
employee's or former employee's surviving spouse and
the employee's or former employee's spouse or former
spouse who is the alternate payee under a qualified
domestic relations order, as defined in section 414(p)
of the Code, are distributees with regard to the
interest of the spouse or former spouse.

          4.   Direct rollover.  A direct rollover is a
payment by the plan to the eligible retirement plan
specified by the distributee.
IN WITNESS WHEREOF, the parties hereto have caused
this Deferred Income Plan and Trust to be executed the
day and year first above mentioned.

ELDEC CORPORATION
By
Its TRUSTEES:

U.S. TRUST COMPANY OF
THE PACIFIC NORTHWEST

By
Its DAVID NEILS
CONSENT OF INDEPENDENT AUDITORS

      We consent to the incorporation by reference in
this Registration Statement of Crane Co. on Form S-8 of
our reportS dated January 22, 1996, appearing in and
incorporated by reference in the Annual Report on Form
10-K of Crane Co. for the year ended December 31, 1995.

/s/DELOITTE & TOUCHE LLP
Stamford, Connecticut
November 21, 1996