<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)

                    CRANE CO. RESTRICTED STOCK AWARD PLAN
                           Full title of the plan

                          Paul R. Hundt, 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

                                  COPY TO:
               Thomas J. Ungerland, Esq., Assistant Secretary
          Crane Co., 100 First Stamford Place, Stamford, CT  06902

                       CALCULATION OF REGISTRATION FEE
________________________________________________________________
Title of     Amount to   Proposed   Proposed    Amount of
Securities   be          maximum    maximum     registration
to be        registered  offering   aggregate   fee
registered               price per  offering
                         share
________________________________________________________________
Common Share 92,994 shs  $35.25     $3,278,039  $1,130.36
par value    (1)         (2)                    (2)
per share
________________________________________________________________

(1)   Such additional indeterminable amount of Common Shares is
      hereby registered as may be required by reason of the
      antidilution provisions of the Crane Co. Restricted Stock
      Award Plan.

(2)   Pursuant to Rule 457(c) of the General Rules and
      Regulations under the Securities Act of 1933 (the "Rules"),
      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 May 12, 1995.

(3)   Pursuant to Rule 429 of the Rules, the prospectus materials
      to be utilized in connection with the offering of
      securities under this Registration Statement will also be
      used in connection with the offering of securities of the
      registrant registered under Registration Statement on Form
      S-8 file No.33-22904.

<PAGE>
<PAGE>

Incorporated By Reference

The contents of Registration Statement on Form S-8 File No. 33-
22904 are incorporated herein by reference.
<PAGE>
<PAGE>
Exhibits

4.    (a) Crane Co. Restricted Stock Award Plan, as amended
      through May 10, 1993.

      (b)(i) Restricted Stock Award Agreement - Incentive Award
         (ii) Restricted Stock Award Agreement - Time Vesting

5.    Opinion and Consent of Paul R. Hundt, Esq., General Counsel
      & Secretary of the registrant.

23.   Consent of Deloitte & Touche LLP.
<PAGE>
<PAGE>

Additional Undertaking

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 of 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>
<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 17th day of
May, 1995.


                              CRANE CO. 



                              BY /S/R. S. Evans
                                 R. S. Evans
                                 Chairman of the Board

      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Paul R. Hundt
and Thomas J. Ungerland, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of
substitution and revocation for him or her and in his or her
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 or she 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 the Board           
R. S. Evans        Principal Executive
                   Officer and Director             May 17, 1995

/S/D. S. Smith     Vice President 
D. S. Smith        Principal Financial Officer      May 17, 1995

/S/M. L. Raithel     Controller Principal
M. L. Raithel        Accounting Officer             May 17, 1995




/S/M. Anathan,III    Director                       May  8, 1995
M. Anathan, III

                     Director                       May  8, 1995
E. T. Bigelow, Jr.

/S/R. S. Forte'      Director                       May  8, 1995
R. S. Forte'

/S/D. R. Gardner     Director                       May  8, 1995
D. R. Gardner

/S/J. Gaulin         Director                       May  8, 1995
J. Gaulin

/S/D. C. Minton      Director                       May  8, 1995
D. C. Minton

/S/C. J. Queenan,Jr. Director                       May  8, 1995
C. J. Queenan, Jr.

/S/B. Yavitz         Director                       May  8, 1995
B. Yavitz
  <PAGE>
                   
<PAGE>
Exhibit 4(a)



                                CRANE CO.
                       RESTRICTED STOCK AWARD PLAN
                    (As Amended through May 10, 1993)
 
1.  Purposes of the Plan

      The 1988 Restricted Stock Award Plan (the "Plan") for
key officers and employees of Crane Co. (the "Company") is
intended to attract and retain employees of the Company and
its subsidiaries who are and will be contributing to the
success of the business; to motivate and reward outstanding
employees who have made significant contributions to the
success of the Company and encourage them to continue to
give their best efforts to its future success; to provide
competitive incentive compensation opportunities; and to
further opportunities for stock ownership by such employees
in order to increase their proprietary interest in the
Company and to increase their personal interest in its
continued success.  Accordingly, the Company may, from time
to time, on or before May 30, 1998, grant to selected key
officers and employees ("Participants") awards of shares of
Common Stock par value $1.00, of the Company ("Common
Stock") subject to the terms and conditions hereinafter
provided.

2.  Administration of the Plan

      This Plan shall be administered by the Organization and
Compensation Committee of the Board of Directors of the
Company or by such other Committee composed of at least
three members of the Board of Directors of the Company as
may be designated by the Board.  Such Committee (the
"Committee") is authorized to interpret the Plan and may
from time to time adopt such rules and regulations for
carrying out the Plan as it may deem appropriate.  No member
of the Committee shall be eligible to participate in, and no
person shall become a member of the Committee if within one
year prior thereto he or she shall have been eligible to
participate in this Plan or any other plan of the Company or
any of its affiliates (other than the 1988 Non-Employee
Director Restricted Stock Plan) entitling the participants
therein to acquire stock, stock options, stock appreciation
rights or restricted stock of the Company or any of its
affiliates.  Decisions of the Committee in connection with
the administration of the Plan shall be final, conclusive
and binding upon all parties, including the Company,
stockholders and employees.

      The Committee may employ attorneys, consultants,
accountants or other persons and the Committee and the
Company and its officers and directors shall be entitled to
rely upon the advice, opinions or valuations of any such
persons.  All usual and reasonable expenses of the Committee
shall be paid by the Company.  No member shall receive
compensation with respect to his services for the Committee
except as may be authorized by the Board of Directors.  All
actions taken and all interpretations and determinations
made by the Committee in good faith shall be final and
binding upon all employees who have received awards, the
Company and all other interested persons.  No member of the
Committee shall be personally liable for any action,
determination, or interpretation taken or made in good faith
with respect to the Plan or awards made thereunder, and all
members of the Committee shall be fully indemnified and
protected by the Company in respect of any such action,
determination or interpretation.

      Subject to the terms, provisions and conditions of this
Plan as set forth herein, the Committee shall have sole
discretion and authority:

      (a) to select the key officers and employees to receive
awards under the Plan (it being understood that more than
one award may be granted to the same person);

      (b) to determine the number of shares to be awarded
each recipient;

      (c) to determine the restrictions as to period and the
market value threshold applicable to each award;

      (d) to determine the time or times when awards may be
granted and any additional terms and conditions which may be
placed upon receiving such award; and 

      (e) to prescribe the form of agreement, legend or other
instruments evidencing any awards granted under this Plan.
      
      "With respect to any outstanding awards, the Committee
shall have sole discretion and authority to modify at any
time the restriction as to period (as well as any schedule
of installments for the lapse thereof), the market value
threshold applicable thereto, the terms and conditions
placed thereon, and the form of agreement, legend or other
instrument evidencing such award provided that no such
modification shall increase the benefit under such award
beyond that which the Committee could have originally
granted at the time of the award, or shall impair the rights
of any participant under such award except in accordance
with the Plan, or any applicable agreement, or applicable
law, or with consent of the participant." 





3.  Stock Subject to the Plan

      The aggregate number of shares of Common Stock which
may be awarded under the Plan shall not exceed 1,000,000
shares provided, however, effective May 10, 1993 the maximum
number of shares which may be awarded under the Plan shall
be increased so that the number of shares available for
grant under the Plan on and after that date shall be 500,000
shares.  Shares to be awarded under this Plan shall be made
available, at the discretion of the Board of Directors,
either from the authorized but unissued shares of Common
Stock of the Company or from shares of Common Stock
reacquired by the Company, including shares purchased in the
open market.  If any shares of Common Stock awarded under
the Plan are reacquired by the Company in accordance with
Section 6(c) of the Plan, such shares shall again become
available for use under the Plan and shall be regarded as
not having been previously awarded.  

4.  Eligibility 

      Restricted stock shall be awarded only to key officers
and employees of the Company or of a subsidiary of the
Company.  The term "employees" shall include officers as
well as other employees of the Company and its subsidiaries
and shall include directors who are also employees of the
Company or of a subsidiary of the Company.

5.  Awards and Certificates

      (a)  The prospective recipient of an award of
restricted stock shall not, with respect to such award, be
deemed to have become a participant or to have any rights
with respect to such award until and unless such recipient
shall have executed an agreement or other instrument
evidencing the award and delivered a fully executed copy
thereof to the Company and otherwise complied with the then
applicable terms and conditions.

      (b)  Each participant shall be issued a certificate in
respect of shares of restricted stock awarded under the
Plan.  Such certificate shall be registered in the name of
the participant, and shall bear an appropriate legend
referring to the terms, conditions and restrictions
applicable to such award substantially in the following
form:

      "The transferability of this certificate and the shares
      of stock represented hereby are subject to the terms
      and conditions (including forfeiture) of the 1988
      Restricted Stock Award Plan of Crane Co.  and an
      Agreement entered into between the registered owner and
      Crane Co.  Copies of such Plan and Agreement are on
      file in the offices of Crane Co., 100 First Stamford
      Place, Stamford, CT 06902."

      (c)  All certificates for restricted stock delivered
under this Plan shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any
stock exchange upon which the Common Stock is then listed
and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such
restrictions.

      (d)  The Committee may adopt rules which provide that
the stock certificates evidencing such shares may be held in
custody by a bank or other institution, or that the Company
may itself hold such shares in custody until the
restrictions thereon shall have lapsed and may require, as a
condition of any award, that the participant shall have
delivered a stock power endorsed in blank relating to the
stock covered by such award.  

      (e)  Recipients of awards under this Plan are not
required to make any payment or provide consideration other
than the rendering of services.

      (f)  The Committee will have the discretion, as to any
award, to award a separate cash amount, payable to the
participant at the time when the forfeiture restrictions on
the restricted stock lapse or at such earlier time as a
participant may elect to be taxed with respect to such
restricted stock equal to (i) the federal income tax and
golden parachute excise tax (if any) payable with respect to
the lapse of such restrictions or with respect to such
election, divided by (ii) one (1) minus the total effective
federal income and excise tax rate applicable as a result of
the lapse of such restrictions or a result of such election.

6.  Restrictions and Forfeitures

      The shares of Common Stock awarded pursuant to the Plan
shall be subject to the following restrictions and
conditions:

      (a)  Subject to subparagraph (d) hereof, commencing
with the date of each award (the "Restriction Period"), the
participant will not be permitted to sell, transfer, pledge
or assign restricted stock awarded under this Plan until the
expiration of the period set by the Committee or until the
Common Stock attains a threshold market value established by
the Committee at the date of the award, whichever is
earlier.  Within these limits the Committee may provide at
the time of the award for the lapse of such restrictions in
installments where deemed appropriate.

      (b)  Except as provided in Section 6(a), the
participant shall have with respect to the restricted stock
all of the rights of a shareholder of the Company, including
the right to vote the shares and receive dividends and other
distributions.

      (c)  Subject to the provisions of Section 6(d), unless
otherwise determined by the Committee, upon termination of
employment for any reason during the restriction period, all
shares still subject to restriction shall be forfeited by
the participant and will be reacquired by the Company.

      (d)  In the event of a participant's retirement,
permanent total disability, or death or in the event of a
change in control, all remaining restrictions will lapse
with respect to such participant's restricted stock.  In
addition, in cases of special circumstances, the Committee
may, in its sole discretion when it finds that a waiver
would be in the best interests of the Company, waive in
whole or in part any or all remaining restrictions with
respect to such participant's restricted stock.  For
purposes of this Plan, the term "change in control" shall
mean (i) the first purchase of shares pursuant to a tender
offer or exchange offer (other than a tender offer or
exchange offer by the Company) for all or part of the
Company's Common Stock or any securities convertible into
such Common Stock, (ii) the receipt by the Company of a
schedule 13D or other advice indicating that a person is the
"beneficial owner" (as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934 (the "Exchange
Act") of 20% or more of the Company's Common Stock
calculated as provided in paragraph (d) of said Rule 13d-3,
(iii) the date of approval by stockholders of the Company of
an agreement providing for any consolidation or merger of
the Company in which the Company will not be the continuing
or surviving corporation or pursuant to which shares of
Common Stock of the Company would be converted into cash,
securities or other property, other than a merger of the
Company in which the holders of Common Stock of the Company
immediately prior to the merger would have the same
proportion of ownership of common stock of the surviving
corporation immediately after the merger, (iv) the date of
the approval by stockholders of the Company of any sale,
lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all
the assets of the Company  (v) the adoption of any plan or
proposal for the liquidation (but not a partial liquidation)
or dissolution of the Company (vi) the date upon which the
individuals who constitute the Board of Directors of the
Company (the "Board") as of April 25, 1988 (the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a
director subsequent to such date who election, or nomination
for election by the Company's shareholders, was approved by
a vote of at least three-quarters of the directors
comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of
office is in connection with an actual or threatened
election contest relating to the election of the Directors
of the Company, as such terms are used in Rule l4a-ll of
Regulation l4A promulgated under the Exchange Act) shall be
for purposes of this agreement, considered as though such
person were a member of the Incumbent Board.

      (e)  Notwithstanding the other provisions of this
Section 6, the Committee may adopt rules which would permit
a gift by a participant of restricted stock to a spouse,
child, stepchild, grandchild or legal dependent or to a
Trust whose beneficiary or beneficiaries shall be either
such a person or persons or the participant.

      (f)  Any attempt to dispose of restricted stock in a
manner contrary to the restrictions shall be ineffective.

      (g)  Nothing in this Section 6 shall preclude a
participant from exchanging any restricted stock for any
other shares of Crane Common Stock that are similarly
restricted.

7.  Termination and Amendment

      The Board of Directors may amend, suspend or terminate
the Plan at any time, provided that no such modification
without the approval of shareholders shall:

      (a)  materially increase the benefits accruing to
participants under the Plan or materially increase the
maximum number of shares of Common Stock which are available
for awards under the Plan;

      (b)  extend the period during which awards may be
granted under the Plan beyond May 30, 1998; or 

      (c)  impair the rights of any participant under any
then outstanding award, except in accordance with the Plan
or any applicable agreement or applicable law or with
consent of the participant; or otherwise materially change
the requirements for eligibility under the Plan, except that
any such increase or modification that results from
adjustments authorized by Section 8(a) does not require such
approval.





8.  Miscellaneous

      (a)  In the event that the number of outstanding shares
of Common Stock of the Company shall be changed by reason of
split-ups or combinations of shares or recapitalizations or
by reason of stock splits, distributions or dividends, the
number of shares for which awards of restricted stock may be
granted under this Plan shall be appropriately adjusted as
determined by the Board of Directors so as to reflect such
change.

      (b)  No employee or other person shall have any claim
or right to be granted shares of restricted stock under the
Plan, and neither the Plan nor any action taken thereunder
shall be construed as giving any participant, recipient,
employee or other person any right to be retained in the
employ of the Company. 

      (c)  Income realized as a result of an award of
restricted stock shall not be included in the participant's
earnings for the purpose of any benefit plan in which the
participant may be enrolled or for which the participant may
become eligible unless otherwise specifically provided for
in such plan.

      (d)  The Company shall have the right to require the
participant to pay to the Company the cash amount of any
taxes which the Company is required to withhold provided
that anything contained herein to the contrary
notwithstanding, the committee may accept stock received in
connection with the award being taxed or otherwise
previously acquired in satisfaction of withholding
requirements.

      (e)  Each award of restricted stock shall be evidenced
by a written agreement, executed by the employee and the
Company, containing such restrictions, terms and conditions
as the Committee may require.

9.  Term of Plan

      This Plan shall be submitted to the shareholders of the
Company at the Annual Meeting in 1988 and, if approved by
the shareholders, shall become effective April 25, 1988.  No
shares shall be awarded under the Plan after May 30, 1998.



<PAGE>
<PAGE>
EXHIBIT 4(b)(i)

               RESTRICTED STOCK AGREEMENT-INCENTIVE AWARD
           UNDER THE RESTRICTED STOCK AWARD PLAN OF CRANE CO.
                          BETWEEN CRANE CO. AND
                                1~
                         DATED AS OF MAY 8, 1995

In recognition of the valued services performed by 2~ (the
"Participant") for Crane Co. and its subsidiaries and as an
incentive for continued employment, Crane Co. (the
"Corporation"), through the Organization and Compensation
Committee of its Board of Directors (the "Committee"), has
determined to award to the Participant certain shares of
restricted stock under the terms of the Restricted Stock
Award Plan of Crane Co. (the "Plan") (a copy of which is
attached hereto and made a part hereof).

As a condition to such award and pursuant to Section 5(a) of
the Plan, the Corporation and the Participant hereby enter
into this Restricted Stock Agreement and agree to the terms
and conditions set forth hereafter.

1.  DEFINITIONS.

For purposes of this Agreement, and for purposes of
interpreting the terms of the Plan, the following terms
shall have the following meanings:

      (a)   "Fair Market Value" as of any day shall, for all
            purposes, mean the average of the high and low
            prices of the Crane Common Stock, par value $1.00
            (the "Crane Shares") as reported in the New York
            Stock Exchange--Composite Transactions for that
            day or, if not listed thereon, on such other
            exchange as it may be listed, or if traded only in
            the over-the-counter market, the average of the
            bid and asked on that day, or if no sale or bid
            for the Crane Shares has been recorded on such
            day, then on the next preceding day on which a
            sale or bid was so made.  

      (b)   "Grant Price" shall mean $34.44 per share.  In the
            event that there is an increase in the number of
            issued Crane Shares by reason of stock dividends
            distributions, recapitalizations, or split-ups,
            the Grant Price shall promptly after such event be
            decreased in proportion to such increase in issued
            Crane Shares that occurred as a result of such
            event. 





            Conversely, in case the issued Crane Shares shall
            be combined into a smaller number of Crane Shares,
            the Grant Price shall be promptly after such event
            increased in proportion to such decrease in issued
            Crane Shares that has occurred as a result of such
            event.  In the event of any merger, consolidation,
            reorganization, liquidation in part or in whole,
            spinoff, spinout, or extraordinary distribution or
            dividend on Crane Shares whether in cash, debt
            obligations of the Corporation or other personal
            property of any kind, the Committee may make such
            adjustment in the Grant Price as the Committee in
            its reasonable discretion deems appropriate.

      (c)   "Restriction Period" shall mean a period
            commencing on the date of the award and ending on
            May 8, 2000.

      (d)   "Change-in-Control" shall have the meaning set
            forth in Section 6(d) of the Plan.

      (e)   "Permanent Total Disability" shall mean wholly and
            permanently prevented from engaging in any
            occupation or employment for wages or profit
            substantially similar to that engaged in by the
            Participant at the time of the award as the result
            of psychiatric or bodily injury or disease.

      (f)   "Retirement" shall mean "Normal Retirement" as
            defined in Crane Co.'s Pension Plan for
            Non-Bargaining Employees ("Crane Pension Plan").

      (g)   "Test Date" shall mean (i) for purposes of Section
            3(a)(i) of this Agreement - November 8, 1997; and
            (ii) for purposes of Sections 3(a)(ii) and
            3(a)(iii) of this Agreement - May 8, 2000.

      (h)   "Start Date" shall mean (i) for purposes of
            Section 3(a)(i) and 3(a)(iii) of this Agreement -
            May 8, 1995 and for purposes of Section 3(a)(ii)
            of this Agreement - November 8, 1997.

      (i)   "Crane Total Return" for any period shall mean the
            total return on the Crane Shares over the period
            commencing on the Start Date and ending on the
            Test Date specified for that period and shall be
            calculated as follows:
<PAGE>
            Crane Total Return = (B/A)-1

            A   =                    The average of the Fair
                                     Market Values of the Crane
                                     Shares as reported in the New
                                     York Stock Exchange Composite
                                     Transactions over a period of
                                     twenty trading days beginning
                                     with, and including, the
                                     Start Date ("Starting
                                     Period").  If an ex-dividend
                                     date for a non-cash dividend
                                     on the Crane Shares occurs
                                     during the Starting Period,
                                     the value of such dividend
                                     (determined in accordance
                                     with the principles (ii)(iii)
                                     and (iv) below to be utilized
                                     for the purpose of
                                     calculating "D") shall be
                                     added to the Fair Market
                                     Values of the Crane Shares on
                                     and after such ex-dividend
                                     date for the purpose of
                                     calculating "A." 

            B   =                    C x D

            C   =                    The average of the Fair
                                     Market Values of the Crane
                                     Shares as reported in the New
                                     York Stock Exchange Composite
                                     Transactions over the period
                                     of twenty trading days which
                                     immediately precede the Test
                                     Date ("Testing Period").

            D   =                    The number of Crane Shares
                                     that would have been owned on
                                     the Test Date assuming one
                                     such Crane Share  had been
                                     owned on the Start Date and
                                     all dividends and
                                     distributions, whether in
                                     cash, in kind, or in debt or
                                     equity securities of the
                                     Corporation, subsequent to
                                     the Start Date had been
                                     reinvested in Crane Shares.






            For the purpose of calculating "D":

            (i)                      the amount of each dividend
                                     shall be assumed to have been
                                     reinvested by acquiring Crane
                                     Shares at their Fair Market 
                                     Value on the relevant
                                     ex-dividend date;

            (ii)                     the amount of a dividend paid
                                     in marketable securities
                                     (such as spin-offs of
                                     subsidiary stock) shall be
                                     deemed to be the closing
                                     price of such securities in
                                     the relevant market therefor
                                     on the relevant ex-dividend
                                     date;

             (iii)                   the amount of a dividend paid
                                     other than in cash or
                                     marketable securities, shall
                                     be deemed to be the fair
                                     market value of the asset
                                     transferred as at the
                                     relevant ex-dividend date;

            (iv)                     no allowance shall be made
                                     for tax or transaction costs.

      (j)   "S&P 500 Total Return" for any period shall mean
            shall mean the total return on the S&P 500 Stocks
            Index (the "Index") over the period commencing on
            the Start Date and ending on the Test Date
            specified for that period and shall be calculated
            as follows:

            S&P 500 Total Return = (X/W)-1

            W   =                    The average of the Closing
                                     Prices of the Index over the
                                     Starting Period

            X   =                    Y x Z

            Y   =                    The average of the Closing
                                     Prices of the Index over the
                                     Testing Period
<PAGE>
            Z   =                    The number of units of the
                                     Index that would have been
                                     owned on the Test Date
                                     assuming one unit was owned
                                     on the Start Date and all
                                     dividends on the Index
                                     subsequent to the Start Date
                                     (as calculated and published
                                     by Standard & Poors) were
                                     reinvested in further units
                                     of the Index.

            For the purpose of calculating "Z":

            (i)   the total amount of dividends on the Index
                  during each calendar month shall be assumed
                  to be reinvested by acquiring further units
                  of the Index at the average monthly price of
                  the Index on the last business day of that
                  month;

            (ii)  dividends on the Index during the calendar
                  month in which the Test Date falls sahll be
                  prorated through the Test Date and shall be
                  assumed to be reinvested by acquiring further
                  units of the Index at the closing price of
                  the Index on the Test Date; and 

           (iii)  no allowance shall be made for tax or       
                  transaction costs;

2.  AWARD OF CRANE SHARES.

Pursuant to the provisions of the Plan and this Agreement
and by the authority of the Committee, the Corporation
awards 3~ Crane Shares (the "Restricted Stock") to the
Participant (in the aggregate the "Full Grant of Restricted
Stock").

3.  RESTRICTIONS AND RIGHTS.

(a)   During the Restriction Period the Restricted Shares are
      subject to forfeiture and may not be sold, transferred,
      assigned or pledged (the "Restrictions").  The
      Restrictions on the Restricted Stock shall
      automatically lapse:

      (i)         On up to fifty percent (50%) of the Full
                  Grant of Restricted Stock on November 8, 1997
                  if on that Test Date (i) the Crane Total
                  Return shall exceed the S&P 500 Total Return
                  and (ii) the Fair Market Value of a Crane
                  Share shall exceed the Grant Price, in which
                  case the restrictions on 5% of the Full Grant
                  of Restricted Stock will lapse for each 1% by
                  which the Crane Total Return exceeds the S&P
                  500 Total Return as follows:

                  % By Which Crane   % of Full
                  Total Return       Grant of Restricted
                  Exceeds the S&P    Stock on Which
                  500 Total Return   Restrictions Lapse

                       1                   5
                       2                  10
                       3                  15
                       4                  20
                       5                  25
                       6                  30
                       7                  35
                       8                  40
                       9                  45
                       10                 50             

      (ii)        On up to fifty percent (50%) of the Full
                  Grant of Restricted Stock on May 8, 2000 if
                  on that Test Date (i) the Crane Total Return
                  shall exceed the S&P 500 Total Return; and
                  (ii) the Fair Market Value of a Crane share
                  shall exceed the Grant Price, in which case
                  the Restrictions on 5% of the Full Grant of
                  Restricted Stock will lapse for each 1% by
                  which the Crane Total Return exceeds the S&P
                  500 Total Return as follows:           

                  % By Which Crane   % of Full
                  Total Return       Grant of Restricted
                  Exceeds the S&P    Stock on Which
                  500 Total Return   Restrictions Lapse

                       1                   5
                       2                  10
                       3                  15
                       4                  20
                       5                  25
                       6                  30
                       7                  35
                       8                  40
                       9                  45
                       10                 50             
<PAGE>
      (iii)       On up to one hundred percent (100%) of the
                  Full Grant Restricted Stock on May 8, 2000,
                  if on that Test Date (i) the Crane Total
                  Return shall exceed the S&P 500 Total Return;
                  and (ii) the Fair Market Value of a Crane
                  Share shall exceed the Grant Price, in which
                  case the restrictions on 10% of the Full
                  Grant of Restricted Stock will lapse for each
                  1% by which the Crane Total Return exceeds
                  the S&P Total Return as follows:

                  % By Which Crane   % of Full
                  Total Return       Grant of Restricted
                  Exceeds the S&P    Stock on Which
                  500 Total Return   Restrictions Lapse

                       1                  10
                       2                  20
                       3                  30
                       4                  40
                       5                  50
                       6                  60
                       7                  70
                       8                  80
                       9                  90
                       10                 100            

      provided however, all percentages of the Full Grant of
      Restricted Stock on which Restrictions have lapsed by
      reason of either Section 3(a)(i) or 3(a)(ii) shall be
      credited against any percentage of the Full Grant of
      Restricted Stock on which Restrictions may lapse by
      reason of this Section 3(a)(iii).

      (iv)        In the event of the Participant's Retirement,
                  Permanent Total Disability, or death or in
                  the event of a Change In Control; or 

      (v)         as may be otherwise provided under the terms
                  of the Plan.

      At the end of the Restriction Period, all Restricted
      Shares as to which the Restrictions shall not have
      lapsed by reason of the operation of clauses (i)
      through (iv) of the foregoing sentence shall be
      forfeited and the Participant shall be required to
      return all applicable stock certificates to the
      Corporation.







(b)   During the Restriction Period, the Participant will be
      entitled to all other rights of a shareholder of the
      Corporation, including the right to vote the Crane
      Shares and receive dividends and other distributions
      thereon.  

4.  STOCK CERTIFICATE.

Each stock certificate evidencing an award of Restricted
Stock shall be registered in the name of the Participant,
and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such award
substantially in the following form (the "Legend"):

            "The transferability of this certificate and the
            shares of stock represented hereby are subject to
            the terms and conditions (including forfeiture) of
            the  Restricted Stock Award Plan of Crane Co. and
            an Agreement entered into between the registered
            owner and Crane Co.  Copies of such Plan and
            Agreement are on file in the offices of Crane Co.,
            100 First Stamford Place, Stamford, Connecticut 
            06902.

5.  TERMINATION OF EMPLOYMENT.

Except as provided in Section 3(a) (iv) of this Restricted
Stock Agreement and Section 6(d) of the Plan, the
Participant's termination of employment during the
Restriction Period shall result in the forfeiture of all
Restricted Shares as to which the Restrictions have not
lapsed, and the Participant shall be required to return all
applicable stock certificates to the Corporation.

6.  COVENANTS.

      (a)   The Participant agrees to be bound by all terms
            and   provisions of the Plan, receipt of a copy of
            which is acknowledged by the Participant's
            signature below, and all such provisions shall be
            deemed a part of this Agreement for all purposes.

      (b)   The Participant agrees to provide the Corporation,
            when and if requested, with any information or
            documentation which the Corporation believes
            necessary or advisable in connection with the
            administration of the Plan, including data
            required to assure compliance with the
            requirements of the Securities and Exchange
            Commission, of any stock exchange upon which the
            Shares are then listed, or of any applicable
            federal, state or other law.

      (c)   The Participant agrees, upon due notice and
            demand, to promptly pay to the Corporation the
            cash amount of any taxes which are required to be
            withheld by the Corporation either at the time the
            Restriction Period lapses or at the time of award
            (in cases where the Participant duly elects to be
            taxed at such earlier time); provided, however,
            the Corporation, in its sole discretion, may
            accept Restricted Shares awarded hereunder or
            Shares otherwise previously acquired in
            satisfaction thereof.

7.  NO COVENANT OF EMPLOYMENT.

Neither the execution and delivery hereof nor the granting
of any award evidenced hereby shall constitute, or be
evidence of, any agreement or understanding, express or
implied, on the part of the Corporation or its subsidiaries
to employ the Participant for any specific period.

8.  ADMINISTRATION AND INTERPRETATION OF PLAN 
    AND AGREEMENT.

In the event of any conflict between the terms herein and
those of the Plan, the provisions of the Plan shall prevail.

The Committee shall have full authority and discretion,
subject only to the terms of the Plan, to decide all matters
relating to the administration or interpretation of the Plan
and this Agreement thereunder, and all such action by the
Committee shall be final, conclusive, and binding upon the
Corporation and the Participant.  The Committee shall have
full authority and discretion to modify at any time the
Restriction Period (as well as any schedule of installments
for the lapse thereof), the Restrictions, Grant Price, the
other terms and conditions of this Agreement, the Legend and
any other instrument evidencing this award, provided that no
such modification shall increase the benefit under such
award beyond that which the Committee could have originally
granted at the time of the award, or shall impair the rights
of the Participant under such award except in accordance
with the Plan, or any applicable agreement or applicable
law, or with consent of the Participant.

This Restricted Stock Agreement is deemed to be issued in,
the award evidenced hereby is deemed to be granted in, and
both shall be governed by the laws of, the State of
Delaware.  There have been no representations to the
Participant other than those contained herein.







9.  DELIVERY.

All certificates for Restricted Stock delivered under the
Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which
Shares are then listed and any applicable federal or state
securities law, and the Committee may cause a legend or
legends to be put on any such certificates to make
appropriate reference to such restrictions.

The Committee may adopt rules which provide that the stock
certificates evidencing such Shares may be held in custody
by a bank or other institution, or that the Corporation may
itself hold such Shares in custody until the restrictions
thereon shall have lapsed and may require, as a condition of
any award, that the Participant shall have delivered a stock
power endorsed in blank relating to the stock covered by
such award.

10.  AMENDMENT.

The terms of this Agreement shall be subject to the terms of
the Plan as the Plan may be amended from time to time by the
Board of Directors of the Corporation unless any Plan
amendment by its terms or by its clear intent is
inapplicable to this Agreement.


11.  NOTICE.

Any notice to the Corporation provided for in this Agreement
shall be in writing and addressed to it in care of the
Secretary of the Corporation, and any notice to the
Participant shall be in writing and addressed to the
Participant at the address contained in payroll records at
the time or to such other address designated in writing by
the Participant.

                                     CRANE CO.

                                     By:                      



                                     Participant              

                                     Signed this     day of
                                     May, 1995 



<PAGE>

EXHIBITS 4(b)(ii)


                 RESTRICTED STOCK AGREEMENT-TIME VESTING
           UNDER THE RESTRICTED STOCK AWARD PLAN OF CRANE CO.
                          BETWEEN CRANE CO. AND
                                1~
                         DATED AS OF MAY 8, 1995

In recognition of the valued services performed by 2~ (the
"Participant") for Crane Co. and its subsidiaries and as an
incentive for continued employment, Crane Co. (the
"Corporation"), through the Organization and Compensation
Committee of its Board of Directors (the "Committee"), has
determined to award to the Participant certain shares of
restricted stock under the terms of the Restricted Stock
Award Plan of Crane Co. (the "Plan") (a copy of which is
attached hereto and made a part hereof).

As a condition to such award and pursuant to Section 5(a) of
the Plan, the Corporation and the Participant hereby enter
into this Restricted Stock Agreement and agree to the terms
and conditions set forth hereafter.

1.  DEFINITIONS.

For purposes of this Agreement, and for purposes of
interpreting the terms of the Plan, the following terms
shall have the following meanings:

      (a)   "Restriction Period" shall mean a period
            commencing on the date of the award and ending on
            May 8, 2005.

      (b)   "Change-in-Control" shall have the meaning set
            forth in Section 6(d) of the Plan.

      (c)   "Permanent Total Disability" shall mean wholly and
            permanently prevented from engaging in any
            occupation or employment for wages or profit
            substantially similar to that engaged in by the
            Participant at the time of the award as the result
            of psychiatric or bodily injury or disease.

      (d)   "Retirement" shall mean "Normal Retirement" as
            defined in Crane Co.'s Pension Plan for
            Non-Bargaining Employees ("Crane Pension Plan").
<PAGE>
      
2.  AWARD OF CRANE SHARES.

Pursuant to the provisions of the Plan and this Agreement
and by the authority of the Committee, the Corporation
awards 3~ Crane Shares (the "Restricted Stock") to the
Participant.

3.  RESTRICTIONS AND RIGHTS.

(a)   During the Restriction Period the Restricted Shares are
      subject to forfeiture and may not be sold, transferred,
      assigned or pledged (the "Restrictions").  The
      Restrictions on the Restricted Stock shall
      automatically lapse:

      (i)         when the participant reaches age 65, or on
                  May 8, 2005, whichever is earlier; provided
                  however in the event the Plan participant
                  requests early retirement or otherwise leaves
                  the employ of the Company, the Committee may,
                  upon the Participant's request and in the
                  Committee's sole discretion, waive or revise
                  this provision to permit the lapse of
                  Restrictions on all or a portion of the
                  Restricted Stock awarded hereunder on or
                  prior to such early retirement or other
                  departure from the employ of the Company;

      (ii)        in the event of the Participant's Retirement,
                  Permanent Total Disability, or death or in
                  the event of a Change-in-Control; or

      (iii)       as may be otherwise provided under the terms
                  of the Plan.
 
(b)   During the Restriction Period, the Participant will be
      entitled to all other rights of a shareholder of the
      Corporation, including the right to vote the Crane
      Shares and receive dividends and other distributions
      thereon.  

4.  STOCK CERTIFICATE.

Each stock certificate evidencing an award of Restricted
Stock shall be registered in the name of the Participant,
and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such award
substantially in the following form (the "Legend"):

      "The transferability of this certificate and the shares
      of stock represented hereby are subject to the terms
      and conditions (including forfeiture) of the 
      Restricted Stock Award Plan of Crane Co. and an
      Agreement entered into between the registered owner and
      Crane Co.  Copies of such Plan and Agreement are on
      file in the offices of Crane Co., 100 First Stamford
      Place, Stamford, Connecticut  06902.

5.  TERMINATION OF EMPLOYMENT.

Except as otherwise provided for in Section 3(a) of this
Restricted Stock Agreement and Section 6(d) of the Plan, the
Participant's termination of employment during the
Restriction Period shall result in the forfeiture of all
Restricted Shares as to which the Restrictions have not
lapsed, and the Participant shall be required to return all
applicable stock certificates to the Corporation.

6.  COVENANTS.

      (a)   The Participant agrees to be bound by all terms
            and   provisions of the Plan, receipt of a copy of
            which is acknowledged by the Participant's
            signature below, and all such provisions shall be
            deemed a part of this Agreement for all purposes.

      (b)   The Participant agrees to provide the Corporation,
            when and if requested, with any information or
            documentation which the Corporation believes
            necessary or advisable in connection with the
            administration of the Plan, including data
            required to assure compliance with the
            requirements of the Securities and Exchange
            Commission, of any stock exchange upon which the
            Shares are then listed, or of any applicable
            federal, state or other law.

      (c)   The Participant agrees, upon due notice and
            demand, to promptly pay to the Corporation the
            cash amount of any taxes which are required to be
            withheld by the Corporation either at the time the
            Restriction Period lapses or at the time of award
            (in cases where the Participant duly elects to be
            taxed at such earlier time); provided, however,
            the Corporation, in its sole discretion, may
            accept Restricted Shares awarded hereunder or
            Shares otherwise previously acquired in
            satisfaction thereof.

7.  NO COVENANT OF EMPLOYMENT.

Neither the execution and delivery hereof nor the granting
of any award evidenced hereby shall constitute, or be
evidence of, any agreement or understanding, express or
implied, on the part of the Corporation or its subsidiaries
to employ the Participant for any specific period.

8.  ADMINISTRATION AND INTERPRETATION OF PLAN 
    AND AGREEMENT.

In the event of any conflict between the terms herein and
those of the Plan, the provisions of the Plan shall prevail.

The Committee shall have full authority and discretion,
subject only to the terms of the Plan, to decide all matters
relating to the administration or interpretation of the Plan
and this Agreement thereunder, and all such action by the
Committee shall be final, conclusive, and binding upon the
Corporation and the Participant.  The Committee shall have
full authority and discretion to modify at any time the
Restriction Period), the Restrictions, the other terms and
conditions of this Agreement, the Legend and any other
instrument evidencing this award, provided that no such
modification shall increase the benefit under such award
beyond that which the Committee could have originally
granted at the time of the award, or shall impair the rights
of the Participant under such award except in accordance
with the Plan, or any applicable agreement or applicable
law, or with consent of the Participant.

This Restricted Stock Agreement is deemed to be issued in,
the award evidenced hereby is deemed to be granted in, and
both shall be governed by the laws of, the State of
Delaware.  There have been no representations to the
Participant other than those contained herein.

9.  DELIVERY.

All certificates for Restricted Stock delivered under the
Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which
Shares are then listed and any applicable federal or state
securities law, and the Committee may cause a legend or
legends to be put on any such certificates to make
appropriate reference to such restrictions.

The Committee may adopt rules which provide that the stock
certificates evidencing such Shares may be held in custody
by a bank or other institution, or that the Corporation may
itself hold such Shares in custody until the restrictions
thereon shall have lapsed and may require, as a condition of
any award, that the Participant shall have delivered a stock
power endorsed in blank relating to the stock covered by
such award.







10.  AMENDMENT.

The terms of this Agreement shall be subject to the terms of
the Plan as the Plan may be amended from time to time by the
Board of Directors of the Corporation unless any Plan
amendment by its terms or by its clear intent is
inapplicable to this Agreement.

11.  NOTICE.

Any notice to the Corporation provided for in this Agreement
shall be in writing and addressed to it in care of the
Secretary of the Corporation, and any notice to the
Participant shall be in writing and addressed to the
Participant at the address contained in payroll records at
the time or to such other address designated in writing by
the Participant.

                                     CRANE CO.


                                     By:                      





                                     Participant              

                                     Signed this              day of 
                                     May, 1995 
<PAGE>
<PAGE>
                                                         May 17, 1995


Crane Co.
100 First Stamford Place
Stamford, CT 06902

Gentlemen:

      Reference is made to the Registration Statement on
Form S-8, to be filed contemporaneously herewith under the
Securities Act of 1933 by Crane Co. (the "Registrant")
relating to 92,994 additional common shares of the
Registrant to be issued under the Crane Co. Restricted Stock
Award Plan (the "Plan").

      In connection with the said filing, the undersigned has
examined copies of the following:


      1.    The Certificate of Incorporation of the Registrant
            and all amendments thereto as in existence and as
            filed with the Secretary of State of the State of
            Delaware.

      2.    The Bylaws of the Registrant.

      3.    The Minutes of meetings of the Board of Directors
            and of the Shareholders of the Registrant adopting
            and ratifying the Plan, and amendments thereto.

      4.    The Crane Co. Restricted Stock Award Plan.

      5.    Registration Statement Form S-8 No. 33-22904.

      6.    The Registration Statement to which this Document
            is an exhibit.

      Based on the foregoing documents and upon examination
of such other records, documents and matter of law as deemed
necessary, the undersigned is of the opinion that:

      1.    The Registrant is a corporation duly organized and
            validly existing under the laws of the State of
            Delaware.

      2.    The 92,994 additional Common Shares of the
            Registratnt authorized for issuance under the Plan
            have been duly authorized for issuance by the
            Registrant in accordance with the terms and
            conditions of the Plan, and such Shares when so
            issued will be validly issued, fully paid, non-
            assessable and, subject to the provisions of the
            Plan and the various RRestricted Stock Agrements
            with respect to the lapse of restrictions thereon,
            will be freely transferable.

      3.    In giving the opinion set forth above, it has been
            assumed that the certificates for shares when
            issued will have been duly executed on behalf of
            the Company and will have been countersigned by
            the transfer agent and registered by the Registrar
            prior to their issuance.

      The undersigned presently owns 152,315 shares of the
Registrant's common stock, including 43,338 restricted
shares and holds options for 111,090 common shares under the
Plan.  The undersigned hereby consents to the filing of this
opinion as an exhibit to the Registration Statement and to
the use of the undersigned's name therein under the caption
"Legal Opinion" and in any prospectus materials to be used
in connection therewith.

                                     Very truly yours,


                                     /S/ Paul R. Hundt   
                                     Paul R. Hundt
                                     Vice President, General            
                                     Counsel & Secretary
<PAGE>
<PAGE>
Exhibit 23








INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement of Crane Co. on Form S-8 of our
reports dated January 23, 1995, appearing in and
incorporated by reference in the Annual Report on Form 10-K
of Crane Co. for the year ended December 31, 1994.




/S/ Deloitte & Touche LLP
Stamford, Connecticut
May 17, 1995
[{"type": "S-8", "sequence": "1", "description": "RESTRICTED STOCK PLAN", "secsgml_size_bytes": 61198}]
{"company-data": {"conformed-name": "CRANE CO /DE/", "cik": "0000025445", "assigned-sic": "3490", "irs-number": "131952290", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59399", "film-number": "95540630"}, "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)

                    CRANE CO. RESTRICTED STOCK AWARD PLAN
                           Full title of the plan

                          Paul R. Hundt, 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

                                  COPY TO:
               Thomas J. Ungerland, Esq., Assistant Secretary
          Crane Co., 100 First Stamford Place, Stamford, CT  06902

                       CALCULATION OF REGISTRATION FEE
________________________________________________________________
Title of     Amount to   Proposed   Proposed    Amount of
Securities   be          maximum    maximum     registration
to be        registered  offering   aggregate   fee
registered               price per  offering
                         share
________________________________________________________________
Common Share 92,994 shs  $35.25     $3,278,039  $1,130.36
par value    (1)         (2)                    (2)
per share
________________________________________________________________

(1)   Such additional indeterminable amount of Common Shares is
      hereby registered as may be required by reason of the
      antidilution provisions of the Crane Co. Restricted Stock
      Award Plan.

(2)   Pursuant to Rule 457(c) of the General Rules and
      Regulations under the Securities Act of 1933 (the "Rules"),
      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 May 12, 1995.

(3)   Pursuant to Rule 429 of the Rules, the prospectus materials
      to be utilized in connection with the offering of
      securities under this Registration Statement will also be
      used in connection with the offering of securities of the
      registrant registered under Registration Statement on Form
      S-8 file No.33-22904.
Incorporated By Reference

The contents of Registration Statement on Form S-8 File No. 33-
22904 are incorporated herein by reference.
Exhibits

4.    (a) Crane Co. Restricted Stock Award Plan, as amended
      through May 10, 1993.

      (b)(i) Restricted Stock Award Agreement - Incentive Award
         (ii) Restricted Stock Award Agreement - Time Vesting

5.    Opinion and Consent of Paul R. Hundt, Esq., General Counsel
      & Secretary of the registrant.

23.   Consent of Deloitte & Touche LLP.
Additional Undertaking

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 of 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 17th day of
May, 1995.

                              CRANE CO. 

                              BY /S/R. S. Evans
                                 R. S. Evans
                                 Chairman of the Board

      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Paul R. Hundt
and Thomas J. Ungerland, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of
substitution and revocation for him or her and in his or her
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 or she 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 the Board           
R. S. Evans        Principal Executive
                   Officer and Director             May 17, 1995

/S/D. S. Smith     Vice President 
D. S. Smith        Principal Financial Officer      May 17, 1995

/S/M. L. Raithel     Controller Principal
M. L. Raithel        Accounting Officer             May 17, 1995

/S/M. Anathan,III    Director                       May  8, 1995
M. Anathan, III

                     Director                       May  8, 1995
E. T. Bigelow, Jr.

/S/R. S. Forte'      Director                       May  8, 1995
R. S. Forte'

/S/D. R. Gardner     Director                       May  8, 1995
D. R. Gardner

/S/J. Gaulin         Director                       May  8, 1995
J. Gaulin

/S/D. C. Minton      Director                       May  8, 1995
D. C. Minton

/S/C. J. Queenan,Jr. Director                       May  8, 1995
C. J. Queenan, Jr.

/S/B. Yavitz         Director                       May  8, 1995
B. Yavitz
Exhibit 4(a)

                                CRANE CO.
                       RESTRICTED STOCK AWARD PLAN
                    (As Amended through May 10, 1993)
 
1.  Purposes of the Plan

      The 1988 Restricted Stock Award Plan (the "Plan") for
key officers and employees of Crane Co. (the "Company") is
intended to attract and retain employees of the Company and
its subsidiaries who are and will be contributing to the
success of the business; to motivate and reward outstanding
employees who have made significant contributions to the
success of the Company and encourage them to continue to
give their best efforts to its future success; to provide
competitive incentive compensation opportunities; and to
further opportunities for stock ownership by such employees
in order to increase their proprietary interest in the
Company and to increase their personal interest in its
continued success.  Accordingly, the Company may, from time
to time, on or before May 30, 1998, grant to selected key
officers and employees ("Participants") awards of shares of
Common Stock par value $1.00, of the Company ("Common
Stock") subject to the terms and conditions hereinafter
provided.

2.  Administration of the Plan

      This Plan shall be administered by the Organization and
Compensation Committee of the Board of Directors of the
Company or by such other Committee composed of at least
three members of the Board of Directors of the Company as
may be designated by the Board.  Such Committee (the
"Committee") is authorized to interpret the Plan and may
from time to time adopt such rules and regulations for
carrying out the Plan as it may deem appropriate.  No member
of the Committee shall be eligible to participate in, and no
person shall become a member of the Committee if within one
year prior thereto he or she shall have been eligible to
participate in this Plan or any other plan of the Company or
any of its affiliates (other than the 1988 Non-Employee
Director Restricted Stock Plan) entitling the participants
therein to acquire stock, stock options, stock appreciation
rights or restricted stock of the Company or any of its
affiliates.  Decisions of the Committee in connection with
the administration of the Plan shall be final, conclusive
and binding upon all parties, including the Company,
stockholders and employees.

      The Committee may employ attorneys, consultants,
accountants or other persons and the Committee and the
Company and its officers and directors shall be entitled to
rely upon the advice, opinions or valuations of any such
persons.  All usual and reasonable expenses of the Committee
shall be paid by the Company.  No member shall receive
compensation with respect to his services for the Committee
except as may be authorized by the Board of Directors.  All
actions taken and all interpretations and determinations
made by the Committee in good faith shall be final and
binding upon all employees who have received awards, the
Company and all other interested persons.  No member of the
Committee shall be personally liable for any action,
determination, or interpretation taken or made in good faith
with respect to the Plan or awards made thereunder, and all
members of the Committee shall be fully indemnified and
protected by the Company in respect of any such action,
determination or interpretation.

      Subject to the terms, provisions and conditions of this
Plan as set forth herein, the Committee shall have sole
discretion and authority:

      (a) to select the key officers and employees to receive
awards under the Plan (it being understood that more than
one award may be granted to the same person);

      (b) to determine the number of shares to be awarded
each recipient;

      (c) to determine the restrictions as to period and the
market value threshold applicable to each award;

      (d) to determine the time or times when awards may be
granted and any additional terms and conditions which may be
placed upon receiving such award; and 

      (e) to prescribe the form of agreement, legend or other
instruments evidencing any awards granted under this Plan.
      
      "With respect to any outstanding awards, the Committee
shall have sole discretion and authority to modify at any
time the restriction as to period (as well as any schedule
of installments for the lapse thereof), the market value
threshold applicable thereto, the terms and conditions
placed thereon, and the form of agreement, legend or other
instrument evidencing such award provided that no such
modification shall increase the benefit under such award
beyond that which the Committee could have originally
granted at the time of the award, or shall impair the rights
of any participant under such award except in accordance
with the Plan, or any applicable agreement, or applicable
law, or with consent of the participant." 

3.  Stock Subject to the Plan

      The aggregate number of shares of Common Stock which
may be awarded under the Plan shall not exceed 1,000,000
shares provided, however, effective May 10, 1993 the maximum
number of shares which may be awarded under the Plan shall
be increased so that the number of shares available for
grant under the Plan on and after that date shall be 500,000
shares.  Shares to be awarded under this Plan shall be made
available, at the discretion of the Board of Directors,
either from the authorized but unissued shares of Common
Stock of the Company or from shares of Common Stock
reacquired by the Company, including shares purchased in the
open market.  If any shares of Common Stock awarded under
the Plan are reacquired by the Company in accordance with
Section 6(c) of the Plan, such shares shall again become
available for use under the Plan and shall be regarded as
not having been previously awarded.  

4.  Eligibility 

      Restricted stock shall be awarded only to key officers
and employees of the Company or of a subsidiary of the
Company.  The term "employees" shall include officers as
well as other employees of the Company and its subsidiaries
and shall include directors who are also employees of the
Company or of a subsidiary of the Company.

5.  Awards and Certificates

      (a)  The prospective recipient of an award of
restricted stock shall not, with respect to such award, be
deemed to have become a participant or to have any rights
with respect to such award until and unless such recipient
shall have executed an agreement or other instrument
evidencing the award and delivered a fully executed copy
thereof to the Company and otherwise complied with the then
applicable terms and conditions.

      (b)  Each participant shall be issued a certificate in
respect of shares of restricted stock awarded under the
Plan.  Such certificate shall be registered in the name of
the participant, and shall bear an appropriate legend
referring to the terms, conditions and restrictions
applicable to such award substantially in the following
form:

      "The transferability of this certificate and the shares
      of stock represented hereby are subject to the terms
      and conditions (including forfeiture) of the 1988
      Restricted Stock Award Plan of Crane Co.  and an
      Agreement entered into between the registered owner and
      Crane Co.  Copies of such Plan and Agreement are on
      file in the offices of Crane Co., 100 First Stamford
      Place, Stamford, CT 06902."

      (c)  All certificates for restricted stock delivered
under this Plan shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any
stock exchange upon which the Common Stock is then listed
and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such
restrictions.

      (d)  The Committee may adopt rules which provide that
the stock certificates evidencing such shares may be held in
custody by a bank or other institution, or that the Company
may itself hold such shares in custody until the
restrictions thereon shall have lapsed and may require, as a
condition of any award, that the participant shall have
delivered a stock power endorsed in blank relating to the
stock covered by such award.  

      (e)  Recipients of awards under this Plan are not
required to make any payment or provide consideration other
than the rendering of services.

      (f)  The Committee will have the discretion, as to any
award, to award a separate cash amount, payable to the
participant at the time when the forfeiture restrictions on
the restricted stock lapse or at such earlier time as a
participant may elect to be taxed with respect to such
restricted stock equal to (i) the federal income tax and
golden parachute excise tax (if any) payable with respect to
the lapse of such restrictions or with respect to such
election, divided by (ii) one (1) minus the total effective
federal income and excise tax rate applicable as a result of
the lapse of such restrictions or a result of such election.

6.  Restrictions and Forfeitures

      The shares of Common Stock awarded pursuant to the Plan
shall be subject to the following restrictions and
conditions:

      (a)  Subject to subparagraph (d) hereof, commencing
with the date of each award (the "Restriction Period"), the
participant will not be permitted to sell, transfer, pledge
or assign restricted stock awarded under this Plan until the
expiration of the period set by the Committee or until the
Common Stock attains a threshold market value established by
the Committee at the date of the award, whichever is
earlier.  Within these limits the Committee may provide at
the time of the award for the lapse of such restrictions in
installments where deemed appropriate.

      (b)  Except as provided in Section 6(a), the
participant shall have with respect to the restricted stock
all of the rights of a shareholder of the Company, including
the right to vote the shares and receive dividends and other
distributions.

      (c)  Subject to the provisions of Section 6(d), unless
otherwise determined by the Committee, upon termination of
employment for any reason during the restriction period, all
shares still subject to restriction shall be forfeited by
the participant and will be reacquired by the Company.

      (d)  In the event of a participant's retirement,
permanent total disability, or death or in the event of a
change in control, all remaining restrictions will lapse
with respect to such participant's restricted stock.  In
addition, in cases of special circumstances, the Committee
may, in its sole discretion when it finds that a waiver
would be in the best interests of the Company, waive in
whole or in part any or all remaining restrictions with
respect to such participant's restricted stock.  For
purposes of this Plan, the term "change in control" shall
mean (i) the first purchase of shares pursuant to a tender
offer or exchange offer (other than a tender offer or
exchange offer by the Company) for all or part of the
Company's Common Stock or any securities convertible into
such Common Stock, (ii) the receipt by the Company of a
schedule 13D or other advice indicating that a person is the
"beneficial owner" (as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934 (the "Exchange
Act") of 20% or more of the Company's Common Stock
calculated as provided in paragraph (d) of said Rule 13d-3,
(iii) the date of approval by stockholders of the Company of
an agreement providing for any consolidation or merger of
the Company in which the Company will not be the continuing
or surviving corporation or pursuant to which shares of
Common Stock of the Company would be converted into cash,
securities or other property, other than a merger of the
Company in which the holders of Common Stock of the Company
immediately prior to the merger would have the same
proportion of ownership of common stock of the surviving
corporation immediately after the merger, (iv) the date of
the approval by stockholders of the Company of any sale,
lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all
the assets of the Company  (v) the adoption of any plan or
proposal for the liquidation (but not a partial liquidation)
or dissolution of the Company (vi) the date upon which the
individuals who constitute the Board of Directors of the
Company (the "Board") as of April 25, 1988 (the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a
director subsequent to such date who election, or nomination
for election by the Company's shareholders, was approved by
a vote of at least three-quarters of the directors
comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of
office is in connection with an actual or threatened
election contest relating to the election of the Directors
of the Company, as such terms are used in Rule l4a-ll of
Regulation l4A promulgated under the Exchange Act) shall be
for purposes of this agreement, considered as though such
person were a member of the Incumbent Board.

      (e)  Notwithstanding the other provisions of this
Section 6, the Committee may adopt rules which would permit
a gift by a participant of restricted stock to a spouse,
child, stepchild, grandchild or legal dependent or to a
Trust whose beneficiary or beneficiaries shall be either
such a person or persons or the participant.

      (f)  Any attempt to dispose of restricted stock in a
manner contrary to the restrictions shall be ineffective.

      (g)  Nothing in this Section 6 shall preclude a
participant from exchanging any restricted stock for any
other shares of Crane Common Stock that are similarly
restricted.

7.  Termination and Amendment

      The Board of Directors may amend, suspend or terminate
the Plan at any time, provided that no such modification
without the approval of shareholders shall:

      (a)  materially increase the benefits accruing to
participants under the Plan or materially increase the
maximum number of shares of Common Stock which are available
for awards under the Plan;

      (b)  extend the period during which awards may be
granted under the Plan beyond May 30, 1998; or 

      (c)  impair the rights of any participant under any
then outstanding award, except in accordance with the Plan
or any applicable agreement or applicable law or with
consent of the participant; or otherwise materially change
the requirements for eligibility under the Plan, except that
any such increase or modification that results from
adjustments authorized by Section 8(a) does not require such
approval.

8.  Miscellaneous

      (a)  In the event that the number of outstanding shares
of Common Stock of the Company shall be changed by reason of
split-ups or combinations of shares or recapitalizations or
by reason of stock splits, distributions or dividends, the
number of shares for which awards of restricted stock may be
granted under this Plan shall be appropriately adjusted as
determined by the Board of Directors so as to reflect such
change.

      (b)  No employee or other person shall have any claim
or right to be granted shares of restricted stock under the
Plan, and neither the Plan nor any action taken thereunder
shall be construed as giving any participant, recipient,
employee or other person any right to be retained in the
employ of the Company. 

      (c)  Income realized as a result of an award of
restricted stock shall not be included in the participant's
earnings for the purpose of any benefit plan in which the
participant may be enrolled or for which the participant may
become eligible unless otherwise specifically provided for
in such plan.

      (d)  The Company shall have the right to require the
participant to pay to the Company the cash amount of any
taxes which the Company is required to withhold provided
that anything contained herein to the contrary
notwithstanding, the committee may accept stock received in
connection with the award being taxed or otherwise
previously acquired in satisfaction of withholding
requirements.

      (e)  Each award of restricted stock shall be evidenced
by a written agreement, executed by the employee and the
Company, containing such restrictions, terms and conditions
as the Committee may require.

9.  Term of Plan

      This Plan shall be submitted to the shareholders of the
Company at the Annual Meeting in 1988 and, if approved by
the shareholders, shall become effective April 25, 1988.  No
shares shall be awarded under the Plan after May 30, 1998.
EXHIBIT 4(b)(i)

               RESTRICTED STOCK AGREEMENT-INCENTIVE AWARD
           UNDER THE RESTRICTED STOCK AWARD PLAN OF CRANE CO.
                          BETWEEN CRANE CO. AND
                                1~
                         DATED AS OF MAY 8, 1995

In recognition of the valued services performed by 2~ (the
"Participant") for Crane Co. and its subsidiaries and as an
incentive for continued employment, Crane Co. (the
"Corporation"), through the Organization and Compensation
Committee of its Board of Directors (the "Committee"), has
determined to award to the Participant certain shares of
restricted stock under the terms of the Restricted Stock
Award Plan of Crane Co. (the "Plan") (a copy of which is
attached hereto and made a part hereof).

As a condition to such award and pursuant to Section 5(a) of
the Plan, the Corporation and the Participant hereby enter
into this Restricted Stock Agreement and agree to the terms
and conditions set forth hereafter.

1.  DEFINITIONS.

For purposes of this Agreement, and for purposes of
interpreting the terms of the Plan, the following terms
shall have the following meanings:

      (a)   "Fair Market Value" as of any day shall, for all
            purposes, mean the average of the high and low
            prices of the Crane Common Stock, par value $1.00
            (the "Crane Shares") as reported in the New York
            Stock Exchange--Composite Transactions for that
            day or, if not listed thereon, on such other
            exchange as it may be listed, or if traded only in
            the over-the-counter market, the average of the
            bid and asked on that day, or if no sale or bid
            for the Crane Shares has been recorded on such
            day, then on the next preceding day on which a
            sale or bid was so made.  

      (b)   "Grant Price" shall mean $34.44 per share.  In the
            event that there is an increase in the number of
            issued Crane Shares by reason of stock dividends
            distributions, recapitalizations, or split-ups,
            the Grant Price shall promptly after such event be
            decreased in proportion to such increase in issued
            Crane Shares that occurred as a result of such
            event. 

            Conversely, in case the issued Crane Shares shall
            be combined into a smaller number of Crane Shares,
            the Grant Price shall be promptly after such event
            increased in proportion to such decrease in issued
            Crane Shares that has occurred as a result of such
            event.  In the event of any merger, consolidation,
            reorganization, liquidation in part or in whole,
            spinoff, spinout, or extraordinary distribution or
            dividend on Crane Shares whether in cash, debt
            obligations of the Corporation or other personal
            property of any kind, the Committee may make such
            adjustment in the Grant Price as the Committee in
            its reasonable discretion deems appropriate.

      (c)   "Restriction Period" shall mean a period
            commencing on the date of the award and ending on
            May 8, 2000.

      (d)   "Change-in-Control" shall have the meaning set
            forth in Section 6(d) of the Plan.

      (e)   "Permanent Total Disability" shall mean wholly and
            permanently prevented from engaging in any
            occupation or employment for wages or profit
            substantially similar to that engaged in by the
            Participant at the time of the award as the result
            of psychiatric or bodily injury or disease.

      (f)   "Retirement" shall mean "Normal Retirement" as
            defined in Crane Co.'s Pension Plan for
            Non-Bargaining Employees ("Crane Pension Plan").

      (g)   "Test Date" shall mean (i) for purposes of Section
            3(a)(i) of this Agreement - November 8, 1997; and
            (ii) for purposes of Sections 3(a)(ii) and
            3(a)(iii) of this Agreement - May 8, 2000.

      (h)   "Start Date" shall mean (i) for purposes of
            Section 3(a)(i) and 3(a)(iii) of this Agreement -
            May 8, 1995 and for purposes of Section 3(a)(ii)
            of this Agreement - November 8, 1997.

      (i)   "Crane Total Return" for any period shall mean the
            total return on the Crane Shares over the period
            commencing on the Start Date and ending on the
            Test Date specified for that period and shall be
            calculated as follows:
Crane Total Return = (B/A)-1

            A   =                    The average of the Fair
                                     Market Values of the Crane
                                     Shares as reported in the New
                                     York Stock Exchange Composite
                                     Transactions over a period of
                                     twenty trading days beginning
                                     with, and including, the
                                     Start Date ("Starting
                                     Period").  If an ex-dividend
                                     date for a non-cash dividend
                                     on the Crane Shares occurs
                                     during the Starting Period,
                                     the value of such dividend
                                     (determined in accordance
                                     with the principles (ii)(iii)
                                     and (iv) below to be utilized
                                     for the purpose of
                                     calculating "D") shall be
                                     added to the Fair Market
                                     Values of the Crane Shares on
                                     and after such ex-dividend
                                     date for the purpose of
                                     calculating "A." 

            B   =                    C x D

            C   =                    The average of the Fair
                                     Market Values of the Crane
                                     Shares as reported in the New
                                     York Stock Exchange Composite
                                     Transactions over the period
                                     of twenty trading days which
                                     immediately precede the Test
                                     Date ("Testing Period").

            D   =                    The number of Crane Shares
                                     that would have been owned on
                                     the Test Date assuming one
                                     such Crane Share  had been
                                     owned on the Start Date and
                                     all dividends and
                                     distributions, whether in
                                     cash, in kind, or in debt or
                                     equity securities of the
                                     Corporation, subsequent to
                                     the Start Date had been
                                     reinvested in Crane Shares.

            For the purpose of calculating "D":

            (i)                      the amount of each dividend
                                     shall be assumed to have been
                                     reinvested by acquiring Crane
                                     Shares at their Fair Market 
                                     Value on the relevant
                                     ex-dividend date;

            (ii)                     the amount of a dividend paid
                                     in marketable securities
                                     (such as spin-offs of
                                     subsidiary stock) shall be
                                     deemed to be the closing
                                     price of such securities in
                                     the relevant market therefor
                                     on the relevant ex-dividend
                                     date;

             (iii)                   the amount of a dividend paid
                                     other than in cash or
                                     marketable securities, shall
                                     be deemed to be the fair
                                     market value of the asset
                                     transferred as at the
                                     relevant ex-dividend date;

            (iv)                     no allowance shall be made
                                     for tax or transaction costs.

      (j)   "S&P 500 Total Return" for any period shall mean
            shall mean the total return on the S&P 500 Stocks
            Index (the "Index") over the period commencing on
            the Start Date and ending on the Test Date
            specified for that period and shall be calculated
            as follows:

            S&P 500 Total Return = (X/W)-1

            W   =                    The average of the Closing
                                     Prices of the Index over the
                                     Starting Period

            X   =                    Y x Z

            Y   =                    The average of the Closing
                                     Prices of the Index over the
                                     Testing Period
Z   =                    The number of units of the
                                     Index that would have been
                                     owned on the Test Date
                                     assuming one unit was owned
                                     on the Start Date and all
                                     dividends on the Index
                                     subsequent to the Start Date
                                     (as calculated and published
                                     by Standard & Poors) were
                                     reinvested in further units
                                     of the Index.

            For the purpose of calculating "Z":

            (i)   the total amount of dividends on the Index
                  during each calendar month shall be assumed
                  to be reinvested by acquiring further units
                  of the Index at the average monthly price of
                  the Index on the last business day of that
                  month;

            (ii)  dividends on the Index during the calendar
                  month in which the Test Date falls sahll be
                  prorated through the Test Date and shall be
                  assumed to be reinvested by acquiring further
                  units of the Index at the closing price of
                  the Index on the Test Date; and 

           (iii)  no allowance shall be made for tax or       
                  transaction costs;

2.  AWARD OF CRANE SHARES.

Pursuant to the provisions of the Plan and this Agreement
and by the authority of the Committee, the Corporation
awards 3~ Crane Shares (the "Restricted Stock") to the
Participant (in the aggregate the "Full Grant of Restricted
Stock").

3.  RESTRICTIONS AND RIGHTS.

(a)   During the Restriction Period the Restricted Shares are
      subject to forfeiture and may not be sold, transferred,
      assigned or pledged (the "Restrictions").  The
      Restrictions on the Restricted Stock shall
      automatically lapse:

      (i)         On up to fifty percent (50%) of the Full
                  Grant of Restricted Stock on November 8, 1997
                  if on that Test Date (i) the Crane Total
                  Return shall exceed the S&P 500 Total Return
                  and (ii) the Fair Market Value of a Crane
                  Share shall exceed the Grant Price, in which
                  case the restrictions on 5% of the Full Grant
                  of Restricted Stock will lapse for each 1% by
                  which the Crane Total Return exceeds the S&P
                  500 Total Return as follows:

                  % By Which Crane   % of Full
                  Total Return       Grant of Restricted
                  Exceeds the S&P    Stock on Which
                  500 Total Return   Restrictions Lapse

                       1                   5
                       2                  10
                       3                  15
                       4                  20
                       5                  25
                       6                  30
                       7                  35
                       8                  40
                       9                  45
                       10                 50             

      (ii)        On up to fifty percent (50%) of the Full
                  Grant of Restricted Stock on May 8, 2000 if
                  on that Test Date (i) the Crane Total Return
                  shall exceed the S&P 500 Total Return; and
                  (ii) the Fair Market Value of a Crane share
                  shall exceed the Grant Price, in which case
                  the Restrictions on 5% of the Full Grant of
                  Restricted Stock will lapse for each 1% by
                  which the Crane Total Return exceeds the S&P
                  500 Total Return as follows:           

                  % By Which Crane   % of Full
                  Total Return       Grant of Restricted
                  Exceeds the S&P    Stock on Which
                  500 Total Return   Restrictions Lapse

                       1                   5
                       2                  10
                       3                  15
                       4                  20
                       5                  25
                       6                  30
                       7                  35
                       8                  40
                       9                  45
                       10                 50
(iii)       On up to one hundred percent (100%) of the
                  Full Grant Restricted Stock on May 8, 2000,
                  if on that Test Date (i) the Crane Total
                  Return shall exceed the S&P 500 Total Return;
                  and (ii) the Fair Market Value of a Crane
                  Share shall exceed the Grant Price, in which
                  case the restrictions on 10% of the Full
                  Grant of Restricted Stock will lapse for each
                  1% by which the Crane Total Return exceeds
                  the S&P Total Return as follows:

                  % By Which Crane   % of Full
                  Total Return       Grant of Restricted
                  Exceeds the S&P    Stock on Which
                  500 Total Return   Restrictions Lapse

                       1                  10
                       2                  20
                       3                  30
                       4                  40
                       5                  50
                       6                  60
                       7                  70
                       8                  80
                       9                  90
                       10                 100            

      provided however, all percentages of the Full Grant of
      Restricted Stock on which Restrictions have lapsed by
      reason of either Section 3(a)(i) or 3(a)(ii) shall be
      credited against any percentage of the Full Grant of
      Restricted Stock on which Restrictions may lapse by
      reason of this Section 3(a)(iii).

      (iv)        In the event of the Participant's Retirement,
                  Permanent Total Disability, or death or in
                  the event of a Change In Control; or 

      (v)         as may be otherwise provided under the terms
                  of the Plan.

      At the end of the Restriction Period, all Restricted
      Shares as to which the Restrictions shall not have
      lapsed by reason of the operation of clauses (i)
      through (iv) of the foregoing sentence shall be
      forfeited and the Participant shall be required to
      return all applicable stock certificates to the
      Corporation.

(b)   During the Restriction Period, the Participant will be
      entitled to all other rights of a shareholder of the
      Corporation, including the right to vote the Crane
      Shares and receive dividends and other distributions
      thereon.  

4.  STOCK CERTIFICATE.

Each stock certificate evidencing an award of Restricted
Stock shall be registered in the name of the Participant,
and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such award
substantially in the following form (the "Legend"):

            "The transferability of this certificate and the
            shares of stock represented hereby are subject to
            the terms and conditions (including forfeiture) of
            the  Restricted Stock Award Plan of Crane Co. and
            an Agreement entered into between the registered
            owner and Crane Co.  Copies of such Plan and
            Agreement are on file in the offices of Crane Co.,
            100 First Stamford Place, Stamford, Connecticut 
            06902.

5.  TERMINATION OF EMPLOYMENT.

Except as provided in Section 3(a) (iv) of this Restricted
Stock Agreement and Section 6(d) of the Plan, the
Participant's termination of employment during the
Restriction Period shall result in the forfeiture of all
Restricted Shares as to which the Restrictions have not
lapsed, and the Participant shall be required to return all
applicable stock certificates to the Corporation.

6.  COVENANTS.

      (a)   The Participant agrees to be bound by all terms
            and   provisions of the Plan, receipt of a copy of
            which is acknowledged by the Participant's
            signature below, and all such provisions shall be
            deemed a part of this Agreement for all purposes.

      (b)   The Participant agrees to provide the Corporation,
            when and if requested, with any information or
            documentation which the Corporation believes
            necessary or advisable in connection with the
            administration of the Plan, including data
            required to assure compliance with the
            requirements of the Securities and Exchange
            Commission, of any stock exchange upon which the
            Shares are then listed, or of any applicable
            federal, state or other law.

      (c)   The Participant agrees, upon due notice and
            demand, to promptly pay to the Corporation the
            cash amount of any taxes which are required to be
            withheld by the Corporation either at the time the
            Restriction Period lapses or at the time of award
            (in cases where the Participant duly elects to be
            taxed at such earlier time); provided, however,
            the Corporation, in its sole discretion, may
            accept Restricted Shares awarded hereunder or
            Shares otherwise previously acquired in
            satisfaction thereof.

7.  NO COVENANT OF EMPLOYMENT.

Neither the execution and delivery hereof nor the granting
of any award evidenced hereby shall constitute, or be
evidence of, any agreement or understanding, express or
implied, on the part of the Corporation or its subsidiaries
to employ the Participant for any specific period.

8.  ADMINISTRATION AND INTERPRETATION OF PLAN 
    AND AGREEMENT.

In the event of any conflict between the terms herein and
those of the Plan, the provisions of the Plan shall prevail.

The Committee shall have full authority and discretion,
subject only to the terms of the Plan, to decide all matters
relating to the administration or interpretation of the Plan
and this Agreement thereunder, and all such action by the
Committee shall be final, conclusive, and binding upon the
Corporation and the Participant.  The Committee shall have
full authority and discretion to modify at any time the
Restriction Period (as well as any schedule of installments
for the lapse thereof), the Restrictions, Grant Price, the
other terms and conditions of this Agreement, the Legend and
any other instrument evidencing this award, provided that no
such modification shall increase the benefit under such
award beyond that which the Committee could have originally
granted at the time of the award, or shall impair the rights
of the Participant under such award except in accordance
with the Plan, or any applicable agreement or applicable
law, or with consent of the Participant.

This Restricted Stock Agreement is deemed to be issued in,
the award evidenced hereby is deemed to be granted in, and
both shall be governed by the laws of, the State of
Delaware.  There have been no representations to the
Participant other than those contained herein.

9.  DELIVERY.

All certificates for Restricted Stock delivered under the
Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which
Shares are then listed and any applicable federal or state
securities law, and the Committee may cause a legend or
legends to be put on any such certificates to make
appropriate reference to such restrictions.

The Committee may adopt rules which provide that the stock
certificates evidencing such Shares may be held in custody
by a bank or other institution, or that the Corporation may
itself hold such Shares in custody until the restrictions
thereon shall have lapsed and may require, as a condition of
any award, that the Participant shall have delivered a stock
power endorsed in blank relating to the stock covered by
such award.

10.  AMENDMENT.

The terms of this Agreement shall be subject to the terms of
the Plan as the Plan may be amended from time to time by the
Board of Directors of the Corporation unless any Plan
amendment by its terms or by its clear intent is
inapplicable to this Agreement.

11.  NOTICE.

Any notice to the Corporation provided for in this Agreement
shall be in writing and addressed to it in care of the
Secretary of the Corporation, and any notice to the
Participant shall be in writing and addressed to the
Participant at the address contained in payroll records at
the time or to such other address designated in writing by
the Participant.

                                     CRANE CO.

                                     By:                      

                                     Participant              

                                     Signed this     day of
                                     May, 1995
EXHIBITS 4(b)(ii)

                 RESTRICTED STOCK AGREEMENT-TIME VESTING
           UNDER THE RESTRICTED STOCK AWARD PLAN OF CRANE CO.
                          BETWEEN CRANE CO. AND
                                1~
                         DATED AS OF MAY 8, 1995

In recognition of the valued services performed by 2~ (the
"Participant") for Crane Co. and its subsidiaries and as an
incentive for continued employment, Crane Co. (the
"Corporation"), through the Organization and Compensation
Committee of its Board of Directors (the "Committee"), has
determined to award to the Participant certain shares of
restricted stock under the terms of the Restricted Stock
Award Plan of Crane Co. (the "Plan") (a copy of which is
attached hereto and made a part hereof).

As a condition to such award and pursuant to Section 5(a) of
the Plan, the Corporation and the Participant hereby enter
into this Restricted Stock Agreement and agree to the terms
and conditions set forth hereafter.

1.  DEFINITIONS.

For purposes of this Agreement, and for purposes of
interpreting the terms of the Plan, the following terms
shall have the following meanings:

      (a)   "Restriction Period" shall mean a period
            commencing on the date of the award and ending on
            May 8, 2005.

      (b)   "Change-in-Control" shall have the meaning set
            forth in Section 6(d) of the Plan.

      (c)   "Permanent Total Disability" shall mean wholly and
            permanently prevented from engaging in any
            occupation or employment for wages or profit
            substantially similar to that engaged in by the
            Participant at the time of the award as the result
            of psychiatric or bodily injury or disease.

      (d)   "Retirement" shall mean "Normal Retirement" as
            defined in Crane Co.'s Pension Plan for
            Non-Bargaining Employees ("Crane Pension Plan").
2.  AWARD OF CRANE SHARES.

Pursuant to the provisions of the Plan and this Agreement
and by the authority of the Committee, the Corporation
awards 3~ Crane Shares (the "Restricted Stock") to the
Participant.

3.  RESTRICTIONS AND RIGHTS.

(a)   During the Restriction Period the Restricted Shares are
      subject to forfeiture and may not be sold, transferred,
      assigned or pledged (the "Restrictions").  The
      Restrictions on the Restricted Stock shall
      automatically lapse:

      (i)         when the participant reaches age 65, or on
                  May 8, 2005, whichever is earlier; provided
                  however in the event the Plan participant
                  requests early retirement or otherwise leaves
                  the employ of the Company, the Committee may,
                  upon the Participant's request and in the
                  Committee's sole discretion, waive or revise
                  this provision to permit the lapse of
                  Restrictions on all or a portion of the
                  Restricted Stock awarded hereunder on or
                  prior to such early retirement or other
                  departure from the employ of the Company;

      (ii)        in the event of the Participant's Retirement,
                  Permanent Total Disability, or death or in
                  the event of a Change-in-Control; or

      (iii)       as may be otherwise provided under the terms
                  of the Plan.
 
(b)   During the Restriction Period, the Participant will be
      entitled to all other rights of a shareholder of the
      Corporation, including the right to vote the Crane
      Shares and receive dividends and other distributions
      thereon.  

4.  STOCK CERTIFICATE.

Each stock certificate evidencing an award of Restricted
Stock shall be registered in the name of the Participant,
and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such award
substantially in the following form (the "Legend"):

      "The transferability of this certificate and the shares
      of stock represented hereby are subject to the terms
      and conditions (including forfeiture) of the 
      Restricted Stock Award Plan of Crane Co. and an
      Agreement entered into between the registered owner and
      Crane Co.  Copies of such Plan and Agreement are on
      file in the offices of Crane Co., 100 First Stamford
      Place, Stamford, Connecticut  06902.

5.  TERMINATION OF EMPLOYMENT.

Except as otherwise provided for in Section 3(a) of this
Restricted Stock Agreement and Section 6(d) of the Plan, the
Participant's termination of employment during the
Restriction Period shall result in the forfeiture of all
Restricted Shares as to which the Restrictions have not
lapsed, and the Participant shall be required to return all
applicable stock certificates to the Corporation.

6.  COVENANTS.

      (a)   The Participant agrees to be bound by all terms
            and   provisions of the Plan, receipt of a copy of
            which is acknowledged by the Participant's
            signature below, and all such provisions shall be
            deemed a part of this Agreement for all purposes.

      (b)   The Participant agrees to provide the Corporation,
            when and if requested, with any information or
            documentation which the Corporation believes
            necessary or advisable in connection with the
            administration of the Plan, including data
            required to assure compliance with the
            requirements of the Securities and Exchange
            Commission, of any stock exchange upon which the
            Shares are then listed, or of any applicable
            federal, state or other law.

      (c)   The Participant agrees, upon due notice and
            demand, to promptly pay to the Corporation the
            cash amount of any taxes which are required to be
            withheld by the Corporation either at the time the
            Restriction Period lapses or at the time of award
            (in cases where the Participant duly elects to be
            taxed at such earlier time); provided, however,
            the Corporation, in its sole discretion, may
            accept Restricted Shares awarded hereunder or
            Shares otherwise previously acquired in
            satisfaction thereof.

7.  NO COVENANT OF EMPLOYMENT.

Neither the execution and delivery hereof nor the granting
of any award evidenced hereby shall constitute, or be
evidence of, any agreement or understanding, express or
implied, on the part of the Corporation or its subsidiaries
to employ the Participant for any specific period.

8.  ADMINISTRATION AND INTERPRETATION OF PLAN 
    AND AGREEMENT.

In the event of any conflict between the terms herein and
those of the Plan, the provisions of the Plan shall prevail.

The Committee shall have full authority and discretion,
subject only to the terms of the Plan, to decide all matters
relating to the administration or interpretation of the Plan
and this Agreement thereunder, and all such action by the
Committee shall be final, conclusive, and binding upon the
Corporation and the Participant.  The Committee shall have
full authority and discretion to modify at any time the
Restriction Period), the Restrictions, the other terms and
conditions of this Agreement, the Legend and any other
instrument evidencing this award, provided that no such
modification shall increase the benefit under such award
beyond that which the Committee could have originally
granted at the time of the award, or shall impair the rights
of the Participant under such award except in accordance
with the Plan, or any applicable agreement or applicable
law, or with consent of the Participant.

This Restricted Stock Agreement is deemed to be issued in,
the award evidenced hereby is deemed to be granted in, and
both shall be governed by the laws of, the State of
Delaware.  There have been no representations to the
Participant other than those contained herein.

9.  DELIVERY.

All certificates for Restricted Stock delivered under the
Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which
Shares are then listed and any applicable federal or state
securities law, and the Committee may cause a legend or
legends to be put on any such certificates to make
appropriate reference to such restrictions.

The Committee may adopt rules which provide that the stock
certificates evidencing such Shares may be held in custody
by a bank or other institution, or that the Corporation may
itself hold such Shares in custody until the restrictions
thereon shall have lapsed and may require, as a condition of
any award, that the Participant shall have delivered a stock
power endorsed in blank relating to the stock covered by
such award.

10.  AMENDMENT.

The terms of this Agreement shall be subject to the terms of
the Plan as the Plan may be amended from time to time by the
Board of Directors of the Corporation unless any Plan
amendment by its terms or by its clear intent is
inapplicable to this Agreement.

11.  NOTICE.

Any notice to the Corporation provided for in this Agreement
shall be in writing and addressed to it in care of the
Secretary of the Corporation, and any notice to the
Participant shall be in writing and addressed to the
Participant at the address contained in payroll records at
the time or to such other address designated in writing by
the Participant.

                                     CRANE CO.

                                     By:                      

                                     Participant              

                                     Signed this              day of 
                                     May, 1995
May 17, 1995

Crane Co.
100 First Stamford Place
Stamford, CT 06902

Gentlemen:

      Reference is made to the Registration Statement on
Form S-8, to be filed contemporaneously herewith under the
Securities Act of 1933 by Crane Co. (the "Registrant")
relating to 92,994 additional common shares of the
Registrant to be issued under the Crane Co. Restricted Stock
Award Plan (the "Plan").

      In connection with the said filing, the undersigned has
examined copies of the following:

      1.    The Certificate of Incorporation of the Registrant
            and all amendments thereto as in existence and as
            filed with the Secretary of State of the State of
            Delaware.

      2.    The Bylaws of the Registrant.

      3.    The Minutes of meetings of the Board of Directors
            and of the Shareholders of the Registrant adopting
            and ratifying the Plan, and amendments thereto.

      4.    The Crane Co. Restricted Stock Award Plan.

      5.    Registration Statement Form S-8 No. 33-22904.

      6.    The Registration Statement to which this Document
            is an exhibit.

      Based on the foregoing documents and upon examination
of such other records, documents and matter of law as deemed
necessary, the undersigned is of the opinion that:

      1.    The Registrant is a corporation duly organized and
            validly existing under the laws of the State of
            Delaware.

      2.    The 92,994 additional Common Shares of the
            Registratnt authorized for issuance under the Plan
            have been duly authorized for issuance by the
            Registrant in accordance with the terms and
            conditions of the Plan, and such Shares when so
            issued will be validly issued, fully paid, non-
            assessable and, subject to the provisions of the
            Plan and the various RRestricted Stock Agrements
            with respect to the lapse of restrictions thereon,
            will be freely transferable.

      3.    In giving the opinion set forth above, it has been
            assumed that the certificates for shares when
            issued will have been duly executed on behalf of
            the Company and will have been countersigned by
            the transfer agent and registered by the Registrar
            prior to their issuance.

      The undersigned presently owns 152,315 shares of the
Registrant's common stock, including 43,338 restricted
shares and holds options for 111,090 common shares under the
Plan.  The undersigned hereby consents to the filing of this
opinion as an exhibit to the Registration Statement and to
the use of the undersigned's name therein under the caption
"Legal Opinion" and in any prospectus materials to be used
in connection therewith.

                                     Very truly yours,

                                     /S/ Paul R. Hundt   
                                     Paul R. Hundt
                                     Vice President, General            
                                     Counsel & Secretary
Exhibit 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement of Crane Co. on Form S-8 of our
reports dated January 23, 1995, appearing in and
incorporated by reference in the Annual Report on Form 10-K
of Crane Co. for the year ended December 31, 1994.

/S/ Deloitte & Touche LLP
Stamford, Connecticut
May 17, 1995