s842098restrictedstock
<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. 1998 RESTRICTED STOCK AWARD PLAN
                Full title of the plan
                           
    Augustus I. duPont, Vice President, General Counsel
                           and Secretary
    
   Crane Co., 100 First Stamford Place, Stamford, CT
                         06902
         Name and address of agent for service
                           
                     203-363-7300
         Telephone number of agent for service
                           
               CALCULATION OF REGISTRATION FEE
_______________________________________________________
__
                         Proposed  Proposed
Title of                 Maximum   Maximum
Securities  Amount         Offering  Aggregate   Amount
of
to be         to be           Price per Offering
Registration
Registered  Registered(1)     Share(2)  Price       Fee
(2)
_______________________________________________________
____
Common        1,000,000 shs.   $51.53    $51,530,000
$15,201  $________
Stock par
value $1.00
Per Share
_______________________________________________________
____

(1)       Such additional indeterminable number of
shares of
      Common Stock are hereby registered as may be
      required by reason of the antidilution provisions
      of the Crane Co. 1998 Restricted Stock Award
      Plan.  The shares of Common Stock offered by the
      resale Prospectus included in this Registration
      Statement also include 1,500,000 shares
      registered under Registration Statements No. 33-
      22904 filed on July 6, 1988 and No. 33-36735
      filed on June 26, 1996 and included in such
      Prospectus under Rule 429.
      
      <PAGE>
      
(2)   Pursuant to Rule 457(c) and (h) of 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 Transactions Tape on April 13, 1998.
      Aggregate registration fees of $13,143 were paid
      in connection with the shares of Common Stock
      registered under Registration Statements No. 33-
      22904 and
      No. 33-36755.
      
     The Prospectus that is being filed with this
Registration Statement has been prepared in accordance
with the requirements of General Instruction C to Form
S-8 and Part I of Form S-3, and may be used for re-
offerings of Common Stock acquired by persons named
therein pursuant to the Crane Co. Restricted Stock
Award Plan or the Crane Co. 1998 Restricted Stock Award
Plan.  Pursuant to Rule 429 of the Securities Act of
1933, the prospectuses covering securities registered
pursuant to this Registration Statement also relate to
the shares of the Company's Common Stock covered by
Registration Statements No. 33-22904 and No. 33-36735.
<PAGE>
_______________________________________________________
____
                      PROSPECTUS
_______________________________________________________
____

                   1,419,638 SHARES
                           
                       CRANE CO.
                           
                     Common Stock
               Par Value $1.00 Per Share
                           
          This Prospectus covers a total of 1,419,638
shares (the "Shares") of the Common Stock, par value
$1.00 per share (the "Common Stock"), of Crane Co. (the
"Company") which may be sold from time to time by or
for the account of nine persons (collectively, the
"Selling Shareholders") who acquired the Shares
pursuant to awards under the Crane Co. Restricted Stock
Award Plan or the Crane Co. 1998 Restricted Stock Award
Plan (collectively, the "Restricted Stock Plans").

          The Shares may be sold pursuant to this
Prospectus from time to time after the date hereof,
subject to certain restrictions on transfer applicable
to the Selling Shareholders under the Restricted Stock
Plan.  Sales will be made at prices and on terms
determined at the time of sale, to purchasers directly
or by or through brokers, dealers, underwriters or
agents who may receive compensation in the form of
discounts, commissions or concessions.  Whether such
sales will be made and the timing and amount of any
sale is discretionary with each Selling Shareholder.
The Selling Shareholders and any brokers, dealers,
underwriters or agents that participate in the
distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), and any
discounts, commissions or concessions received by any
such broker, dealer, underwriter or agent may be deemed
to be underwriting commissions or discounts under the
Securities Act.  The Company will not receive any of
the proceeds from any sale of the Shares offered
hereby.  See "Use of Proceeds", "Selling Shareholders"
and "Plan of Distribution."

          The Common Stock is listed and traded on the
New York Stock Exchange.  The last reported sale price
of the Common Stock on the New York Stock Exchange on
April 17, 1998 was $____ per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


    The date of this Prospectus is April 20, 1998.
<PAGE>
                   TABLE OF CONTENTS

Available Information ..............................
     Information Incorporated by
     Reference...............
     The
     Company.........................................
     Use of
     Proceeds.....................................
     Selling
     Shareholders................................
     Plan of
     Distribution................................
     Experts..........................................
     ...
     Indemnification..................................
     ...

                 AVAILABLE INFORMATION

          The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information
statements, and other information with the Securities
and Exchange Commission (the "Commission").  Such
reports, proxy and information statements, and other
information, including information incorporated by
reference into this Prospectus, can be inspected and
copied at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C.  20549, and at its following regional
offices:  Room 3190, 230 South Dearborn Street,
Chicago, Illinois 60604; and 75 Park Place, 14th Floor,
New York, New York 10007.  Copies of this material can
also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal
office at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.

          The Common Stock is listed and traded on the
New York Stock Exchange, and reports, proxy and
information statements, and other information
concerning the Company can be inspected at the library
of the New York Stock Exchange, 20 Broad Street, New
York, New York  10005.

         INFORMATION INCORPORATED BY REFERENCE
                           
          Information contained in the following
documents is incorporated by reference into this
Prospectus:

          1. The Company's Annual Report on Form 10-K
          for the    fiscal year ended December 31,
          1997 (File No. 1-1657).
            
          2. The description of the Common Stock
          contained in the Registration Statement on
          Form 8-A of the Company filed under Section
          12(b) of the Exchange Act, including all
          amendments and reports updating such
          description.
          
 All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13 (c), 14
or 15(d) of the Exchange Act after the date of this
Prospectus, but prior to <PAGE>the filing of a post-
effective amendment to the Registration Statement of
which this Prospectus is a part which indicates that
all securities offered by the Prospectus have been sold
or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference
into this Prospectus.  Each document incorporated in
this Prospectus by reference shall be deemed to be a
part of this Prospectus from the date of the filing of
such document with the Commission until the information
contained therein is superseded or updated by any
subsequently filed document which is incorporated by
reference into this Prospectus.

          The Company will furnish without charge to
each person, including any beneficial owner, to whom
this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the
information that has been incorporated by reference
into this Prospectus, other than certain exhibits to
such documents.  Requests should be directed to the
Office of the Secretary, Crane Co., 100 First Stamford
Place, Stamford, Connecticut 06902, telephone (203) 363-
7300.

          No person has been authorized to give any
information or to make any representations not
contained in this Prospectus and, if given or made,
such information or representations must not be relied
upon as having been authorized by the Company.

          The delivery of this Prospectus at any time
does not imply that information herein is correct as of
any time subsequent to the date hereof.  This
Prospectus does not constitute an offer within any
jurisdiction to any person to whom such offer would be
unlawful.

                      THE COMPANY
                           
     The Company is a diversified manufacturer of
engineered industrial products and the largest American
distributor of doors, windows and millwork.  Founded in
1855, Crane Co. employs over 10,000 people in North
America, Europe, Asia and Australia.

          The Company's strategy is to grow the
earnings of niche businesses with high market share,
build an aggressive and committed management team whose
interests are directly aligned to those of the
shareholders, and maintain a focused, efficient
corporate structure.

          The Company's principal executive office is
located at 100 First Stamford Place, Stamford,
Connecticut 06902, telephone (203) 363-7300.

<PAGE>

                    USE OF PROCEEDS
                           
     The Company will not receive any of the proceeds
from the sale of the Shares offered under this
Prospectus by the Selling Shareholders.

                 SELLING SHAREHOLDERS

          All of the Shares offered hereby are being
offered for the account of the persons identified in
the following table, who may from time to time sell the
Shares covered by this Prospectus, subject to certain
restrictions on transfer. See "Plan of Distribution."
All of the Shares were acquired pursuant to grants made
pursuant to the Restricted Stock Plans. Each of the
Selling Shareholders is an executive officer of the
Company.

          The following table sets forth the name and
title of each Selling Shareholder, the number of shares
of Common Stock owned by each as of April 1, 1998, the
number of shares of Restricted Stock subject to
forfeiture as of such date and the maximum number of
Shares to be offered under this Prospectus.

Selling         Shares   Restric    Maximum  Shares
Shareholder     Owned    ted        Shares   to be
                as of    Shares     to be    Owned
                April    Subject    Offered  After
                1,       to         Under    Completi
                1998(1)  Forfeit    this     on of
                         ure as     Pros-    this
                         of         pectus(  Offering
                         April      2)
                         1, 1998
                                             
R. S. Evans,     1,188,9   412,722  907,498  1,394,14
Chairman and          23                           7*
Chief
Executive
Officer
L. H. Clark,      12,389   127,181  138,200     1,370
President and
Chief
Operating
Officer
A. I. duPont,        427    30,300   30,300       427
Vice
President,
General
Counsel &
Secretary
B. L. Ellis,         120         0        0       120
Vice
President,
Chief
Information
Officer
A. D.             22,828    16,840   25,463    14,205
Pantaleoni,
Vice President-
Health, Safety
&
Environmental
R. B.             96,163    21,899   85,808    32,254
Phillips, Vice
President-
Human
Resources
D. S. Smith,      26,396    84,640  102,624     8,412
Vice President-
Finance and
Chief
Financial
Officer
M. L. Raithel,   117,302    37,065  103,638    50,729
Controller
G. A. Dickoff     14,084    20,251   26,107     8,228
Treasurer

<PAGE>
(1)  Does not include restricted shares of Common Stock
     awarded under the Crane Co. Restricted Stock Award
     Plans which were not vested as of  April 1, 1998.

(2)  Includes restricted shares of Common Stock subject
     to forfeiture as of April 1, 1998 as well as
     shares of Common Stock previously acquired upon
     lapse of restrictions in accordance with the terms
     of the Restricted Stock Award Plans.

     *    Constitutes 3.1% of the shares of Common
     Stock outstanding on the date hereof.
                           
                           
                 PLAN OF DISTRIBUTION
                           
          It is expected that the Selling Shareholders
will
sell their respective Shares pursuant to this
Prospectus from time to time or at one time, subject to
certain restrictions on transfer under the Restricted
Stock Plan as discussed below. Whether such sales will
be made and the timing and amount of any sales is
discretionary with each Selling Shareholder.

          Shares may be sold on one or more exchanges
or otherwise; directly to purchasers in negotiated
transactions; by or through brokers or dealers, in
ordinary brokerage transactions or transactions in
which the broker solicits purchasers; in block trades
in which the broker or dealer will attempt to sell
Shares as agent but may position and resell a portion
of the block as principal; in transactions in which a
broker or dealer purchases as principal for resale for
its own account; through underwriters or agents; or in
any combination of the foregoing methods.  Shares may
be sold at a fixed offering price, which may be
changed, at the prevailing market price at the time of
sale, at prices related to such prevailing market price
or at negotiated prices.  Any brokers, dealers,
underwriters or agents may arrange for others to
participate in any such transaction and may receive
compensation in the form of discounts, commissions or
concessions from the Selling Shareholders and/or the
purchasers of Shares.  The proceeds to the Selling
Shareholders from any sale of Shares will be net of any
such compensation, and of any expenses to be borne by
the Selling Shareholders.  If required at the time that
a particular offer of Shares is made, a supplement to
this Prospectus will be delivered that describes any
material arrangements for the distribution of Shares
and the terms of the offering, including, without
limitation, the names of any underwriters, brokers,
dealers or agents and any discounts, commissions or
concessions and other items constituting compensation
from the Selling Shareholders or otherwise.  The
Company may agree to indemnify any such brokers,
dealers, underwriters, or agents against certain civil
liabilities, including liabilities under the Securities
Act.


<PAGE>    The Selling Shareholders and any brokers,
dealers, underwriters or agents that participate with
the Selling Shareholders in the distribution of Shares
may be deemed to be "underwriters" within the meaning
of the Securities Act, in which event any discounts,
commissions or concessions received by any such
brokers, dealers, underwriters or agents and any profit
on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts
under the Securities Act.

          Awards made under the Restricted Stock Plan
may be either performance-based or time-based.  Shares
granted under performance-based awards are subject to
forfeiture if the Company does not achieve certain
stock price appreciation goals at measurement dates
which are two and a half and five years after the date
of grant.  Such performance criteria are fixed by the
Organization and Compensation Committee (the
"Committee") of the Company's Board of Directors when
the awards are made.  Shares granted under time-based
awards are subject to forfeiture only if the employee
leaves the employ of the Company prior to the
expiration of the vesting period fixed by the Committee
on the date of grant, generally the earlier of ten
years or attainment of age 65.  The table below sets
forth, for each Selling Shareholder, the number of
Shares currently subject to performance-based
restrictions and the number of Shares currently subject
to time-based restrictions.

                              Performance
                              -Based         Time-Based
                              Shares         Shares
                              
Robert S. Evans               211,772         200,950
L. Hill Clark                 123,031           4,150
Augustus I. duPont             30,000             300
Bradley L. Ellis                          0
0
Anthony D. Pantaleoni          16,840               0
Richard B. Phillips            20,099           1,800
David S. Smith                 83,490           1,150
Michael L. Raithel             33,615           3,450
Gil A. Dickoff                 20,251               0

          Upon termination of a Selling Shareholder's
employment with the Company prior to the lapse of the
restrictions on transfer, all Shares still subject to
restriction will be forfeited.  In the event of a
Selling Shareholder's retirement, permanent total
disability, death or a change in control (as defined in
the Restricted Stock Plan) any and all remaining
restrictions with respect to the Shares would lapse.

     The Company has agreed to supply the Selling
Shareholders with reasonable quantities of Prospectuses
and the Selling Shareholders shall in all cases be
responsible for complying with the prospectus delivery
requirements of Section 5(b)(2) of the Securities Act
with respect to sales of Shares made by them.

<PAGE>                    Any shares covered by this
Prospectus which qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144
rather than pursuant to this Prospectus. There is no
assurance that the Selling Shareholders will sell any
or all of the Shares.  The Selling Shareholders may
transfer, devise or gift such Shares by other means not
described herein.

          The Company will pay all of the expenses,
including, but not limited to, fees and expenses of
compliance with state securities or "blue sky" laws,
incident to the registration of the Shares, other than
certain underwriting discounts and selling commissions
and fees and expenses, if any, of counsel or other
advisors retained by the Selling Shareholders.

                        EXPERTS
                           
     The consolidated financial statements and the
related financial statement schedules incorporated in
this Prospectus by reference from the Company's Annual
Report on  Form 10-K for the year ended December 31,
1997 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and
auditing

                    INDEMNIFICATION
                           
          Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL") permits a Delaware
corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory
limitations, the liability of a director to the
corporation or its stockholders for monetary damages
for breaches of fiduciary duty, except for liability
(i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper
personal benefit.  Article IX of the Company's
Certificate of Incorporation provides that the personal
liability of directors of the Company is eliminated to
the fullest extent permitted by Section 102(b)(7) of
the DGCL.

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

          The Company maintains standard policies of
insurance under which coverage is provided (a) to its
directors and officers against loss arising from claims
made by reason of breach of duty or other wrongful act
and (b) to the Company with respect to payments which
may be made by the Company to such officers and
directors pursuant to the above indemnification
provisions or otherwise as a matter of law.

          The Company has entered into agreements with
each of its directors and officers pursuant to which
the Company has agreed to indemnify such directors and
officers, and to advance expenses in connection
therewith, to the fullest extent permitted by law, and
to maintain directors' and officers' liability
insurance on behalf of such indemnified persons unless,
in the business judgment of the Board of Directors of
the Company, the premium cost for such insurance is
substantially disproportionate to the amount of
coverage or the coverage is so limited by exclusions
that there is insufficient benefit from such insurance.
The agreements further provide that, if indemnification
is not available, then in any case in which the Company
is jointly liable with the indemnified person the
Company will contribute to the fullest extent permitted
by law to the amount of expenses, judgments, fines and
settlements paid or payable by the indemnified person
in such proportion as is appropriate to reflect the
relative benefits received, and the relative fault of,
the Company and the indemnified person. Such rights
cannot be modified, except as required by law, by any
change in the Company's Certificate of Incorporation or
By-Laws.

          The indemnification described in the
preceding
paragraphs may include indemnification against
liabilities arising under the Securities Act.  Insofar
as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers,
or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange
Commission such indemnification is against public
policy as expressed in the Securities Act and is
therefore unenforceable.

<PAGE>PART II

Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.


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

      1.  The Company's Form 10-K, filed with the
Commission for the fiscal year ended December 31, 1997
(No. 1-1657).

      2.  The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A filed under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
including all amendments and reports updating such
description.

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

Item 4.  Description of Securities

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

Item 5.  Interests of Named Experts and Counsel.

      The legality of the Common Stock to which this
Registration Statement relates has been passed upon for
the Company by Augustus I. duPont, Vice President,
General Counsel and Secretary of the Company.  As of
April 1, 1998, Mr. duPont beneficially owned 30,727
shares of the Company's Common Stock, of which 30,300
shares were granted under the Plan, and held options to
purchase 42,500 shares of the Company's Common Stock.
<PAGE>
Item 6.  Indemnification of Directors and Officers.

      Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL") permits a Delaware
corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory
limitations, the liability of a director to the
corporation or its stockholders for monetary damages
for breaches of fiduciary duty, except for liability
(i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper
personal benefit.  Article IX of the Company's
Certificate of Incorporation provides that the personal
liability of directors of the Company is eliminated to
the fullest extent permitted by Section 102(b)(7) of
the DGCL.

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

      The Company maintains standard policies of
insurance
under which coverage is provided (a) to its directors
and officers against loss arising from claims made by
reason of breach of duty or other wrongful act and (b)
to the Company with respect to payments which may be
made by the Company to such officers and directors
pursuant to the above indemnification provisions or
otherwise as a matter of law.

      The Company has entered into agreements with each
of its directors and officers pursuant to which the
Company has agreed to indemnify such directors and
officers, and to advance expenses in <PAGE>connection
therewith, to the fullest extent permitted by law, and
to maintain directors' and officers' liability
insurance on behalf of such indemnified persons unless,
in the business judgment of the Board of Directors of
the Company, the premium cost for such insurance is
substantially disproportionate to the amount of
coverage or the coverage is so limited by exclusions
that there is insufficient benefit from such insurance.
The agreements further provide that, if indemnification
is not available, then in any case in which the Company
is jointly liable with the indemnified person the
Company will contribute to the fullest extent permitted
by law to the amount of expenses, judgments, fines and
settlements paid or payable by the indemnified person
in such proportion as is appropriate to reflect the
relative benefits received, and the relative fault of,
the Company and the indemnified person. Such rights
cannot be modified, except as required by law, by any
change in the Company's Certificate of Incorporation or
By-Laws.

Item 7.  Exemption from Registration Claimed.

Not applicable.

<PAGE>Item 8.         Exhibits

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

EXHIBIT NO.     DESCRIPTION
SEQUENTIAL
                                                   PAGE
NO.

3.1            The Certificate of Incorporation of the
               Company, as amended through May 7, 1987
               (incorporated by reference to Exhibit D
               to the Company's Annual Report on
               Form 10-K for the fiscal year ended
               December 31, 1987 -Commission File No. 1-
               1657)
               
3.2                      The By-Laws of the Company, as
               amended through          December 5,
               1994 (incorporated by reference to
               Exhibit A to the Company's Annual Report
               on Form 10-K for the fiscal year ended
               December 31, 1996 -- Commission File No.
               1-1657)

4.1            Crane Co. 1998 Restricted Stock Award
Plan

4.2            Form of Restricted Stock Award Agreement
-
               Incentive Award

4.3            Form of Restricted Stock Award Agreement
-
               Incentive Award-Executive Officer

4.4            Form of Restricted Stock Award Agreement
-Time Vesting

5.1            Opinion of Augustus I. duPont, Esq. as
to                  the legality of the shares being
registered.

23.1           Consent of Deloitte & Touche LLP,
independent public accountants.

23.2           Consent of Augustus I. duPont, Esq.
(included in opinion filed as Exhibit 5.1)

24.1           Power of Attorney (set forth on the
signature page of this Registration
Statement)
<PAGE>
Item 9. Undertakings.

(a)  The undersigned registrant hereby undertakes:

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

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


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

          (iii)    To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement; Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.

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

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

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

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

          Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized,
in the City of Stamford, State of Connecticut on the
20th day of April, 1998.

                              CRANE CO.

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

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

<PAGE>

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

SIGNATURE                    TITLE
DATE

/s/R. S. Evans   Chairman of the Board
R.S. Evans       and Chief Executive
                 Officer and a Director      April 20,
1998

/s/D. S. Smith   Vice President Finance and
D.S. Smith       Chief Financial Officer     April 20,
1998

/s/M. L. Raithel Controller and
M.L. Raithel     Principal Accounting
                Officer                     April 20,
1998

/s/E.T. Bigelow,Jr. Director                 April 20,
1998
E.T. Bigelow, Jr.

/s/R.S. Forte'      Director                 April 20,
1998
R.S. Forte'

/s/D.R. Gardner     Director                 April 20,
1998
D.R. Gardner

/s/J. Gaulin        Director                 April 20,
1998 J.Gaulin

/s/D.C. Minton      Director                 April 20,
1998
D.C. Minton

/s/C.J. Queenan,Jr. Director                 April 20,
1998
C.J. Queenan, Jr.

/s/J. L. L. Tullis  Director                 April 20,
1998
J. L. Tullis

/s/B.Yavitz         Director                 April 20,
1998
B. Yavitz

<PAGE>
                     EXHIBIT INDEX
EXHIBIT    DESCRIPTION               Sequential Page
No.
NO.

3.1      The Certificate of Incorporation of the
         Company, as amended through May 7, 1987
         (incorporated by reference to Exhibit D to the
         Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1987 -
         Commission File No. 1-1657)
         
3.2      The By-Laws of the Company, as amended
         through December 5, 1994 (incorporated by
         reference to Exhibit A to the Company Annual
         Report on Form 10-K for the fiscal year ended
         December 31,1996 -- Commission File No. 1-
         1657)
         
4.1      Crane Co. 1998 Restricted Stock Award Plan

4.2      Form of Restricted Stock Award Agreement -
         Incentive Award

4.3      Form of Restricted Stock Award Agreement -
         Incentive Award-Executive Officer

4.4      Form of Restricted Stock Award Agreement -
         Time Vesting

5.1      Opinion of Augustus I. duPont, Esq. as to
         the legality of the shares being registered

23.1     Consent of Deloitte & Touche LLP,
         independent public accountants

23.2     Consent of Augustus I. duPont, Esq.
         (included in opinion filed as Exhibit 5.1)

24.1     Power of Attorney (set forth on the
         signature page of this Registration Statement)
         
<PAGE>                                  Exhibit 4.1


                  THE CRANE CO. 1998
              RESTRICTED STOCK AWARD PLAN

1. Purposes of the Plan.

     The Crane Co. 1998 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 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 their personal interest
in its continued success. Accordingly, the Company
may, from time to time, on or before May 31, 2008,
grant to selected key officers and employees of the
Company and its subsidiaries ("Participants") awards
of shares of Common Stock, par value $1.00 per share,
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 (the "Board") or by such
other committee composed of at least three members of
the Board as may be designated by the Board (the
"Committee"); provided, however, if any member of the
Committee does not meet the qualifications for an
"outside director" established from time to time by
Section 162(m) of the Internal Revenue Code of 1986,
as amended, and any proposed or future regulations
thereunder ("Section 162(m)"), or the qualifications
for a ``non-employee director'' established from time
to time by rules or regulations of the Securities and
Exchange Commission under Section 16 of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the remaining members of the
Committee (but not less than two) shall administer
this Plan. The Committee is authorized to interpret
this Plan and may from time to time adopt such rules
and regulations for carrying out this 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 or The
Crane Co. 1998 Non-Employee Director Restricted Stock
Plan) entitling the participants therein to acquire
stock, stock options, stock <PAGE>appreciation rights
or restricted stock of the Company or any of its
affiliates. Decisions of the Committee in connection
with the administration of this Plan shall be final,
conclusive and binding upon all parties, including
the Company, its 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 Committee member shall receive
compensation with respect to his or her services for
the Committee except as may be authorized by the
Board. 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 this Plan or awards made hereunder, 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 this 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 performance criteria, if any,
   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 performance criteria applicable
thereto, the terms and conditions placed thereon, and
the form of agreement, legend or other instrument
evidencing such awards 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 <PAGE>award, or
shall impair the rights of any Participant under such
award except in accordance with this Plan, or any
applicable agreement, or applicable law, or with
consent of the Participant.

3. Stock Subject to the Plan.

     The total number of shares initially authorized
to be issued under this Plan shall be 1,000,000
shares of Common Stock. The number of shares
available for issuance under this Plan shall be
subject to adjustment in accordance with Section 8(a)
hereof. Shares to be awarded under this Plan shall be
made available, at the discretion of the Board,
either from the authorized but unissued shares of
Common Stock 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 this Plan are forfeited in accordance
with Section 6(c) hereof or for any other reason,
including without limitation the failure of any
performance criteria, such shares shall again become
available for use under this 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. The maximum number of
shares of restricted stock that may be awarded under
this Plan to any single individual during any
calendar year shall not exceed 200,000 shares,
subject to adjustment in accordance with Section 8(a)
hereof.

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 the Company and such recipient shall have
executed an agreement or other instrument evidencing
the award and such recipient shall have 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 this 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:
   <PAGE>
        "The transferability of this certificate and
   the shares of stock represented hereby are subject
   to the terms and conditions (including forfeiture)
   of The Crane Co. 1998 Restricted Stock Award Plan
   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
shares 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 minus the total
effective federal income and excise tax rate
applicable as a result of the lapse of such
restrictions or as a result of such election.

6. Restrictions and Forfeitures.

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

     (a) Subject to the provisions of Section 6(d)
hereof, commencing with the date of each award, 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 satisfaction of the
<PAGE>performance criteria established by the
Committee at the date of the award, whichever is
earlier (the "Restriction Period"). 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) hereof,
the Participant shall have with respect to the
restricted stock all of the rights of a stockholder
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)
hereof, 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 disability or death or in the event of a
"change in control" (as hereinafter defined), 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 outstanding shares of 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 Exchange Act) of 20% or more of the
outstanding shares of 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 outstanding shares of Common Stock
would be converted into cash, securities or other
property, other than a merger of the Company in which
the holders of Common Stock 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 or (vi) the date upon which the individuals
who constitute the Board as of April 21, 1998 (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 whose election, or nomination for election
by the Company's stockholders, 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 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall, for
purposes of this Plan, be 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 Common Stock that are similarly
restricted.

7. Amendment and Termination.

     The Board may amend, suspend or terminate this
Plan at any time, provided that without the approval
of the Company's stockholders no such modification
shall:

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

     (b) extend the period during which awards may be
granted under this Plan beyond May 31, 2008; or

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

8. Miscellaneous.

     (a) In the event that the number of outstanding
shares of Common Stock shall be changed by reason of
any stock dividend, stock split, recapitalization or
other similar event, the <PAGE>number of shares for
which awards of restricted stock may be granted under
this Plan, and the maximum number of shares of
restricted stock that may be awarded under this Plan
to any individual during any calendar year, shall be
appropriately adjusted as determined by the Board 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 this Plan, and neither this Plan nor any
action taken hereunder 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 shares of Common 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
Participant and the Company, containing such
restrictions, terms and conditions as the Committee
may require.

     (f) Anything in this Plan to the contrary
notwithstanding, it is expressly agreed and
understood that if any one or more provisions of this
Plan shall be illegal or invalid such illegality or
invalidity shall not invalidate this Plan or any
other provisions thereof, but this Plan shall be
effective in all respects as though the illegal or
invalid provisions had not been included.

     (g) All determinations made and actions taken
pursuant to this Plan shall be governed by the laws
of the State of Delaware, other than the conflict of
laws provisions thereof.

9. Term of Plan.

      This Plan shall be submitted to the stockholders
 of the  Company at the Annual Meeting in 1998 and, if
 approved by the stockholders, shall become effective
 April 20, 1998. No shares shall be awarded under this
 Plan after May 31, 2008.
 

<PAGE>                                       Exhibit
4.2

     RESTRICTED STOCK AGREEMENT-INCENTIVE AWARD
     UNDER THE CRANE CO. 1998 RESTRICTED STOCK AWARD
PLAN
     BETWEEN CRANE CO. AND

     (name)

                 DATED AS OF APRIL 20, 1998

In recognition of the valued services performed by
_______ (the "Participant") for Crane Co. and its
subsidiaries and as an incentive for continued
performance, Crane Co. (the "Corporation"), through the
Organization and Compensation Committee of its Board of
Directors (the "Committee"), has determined to award to
the Participant ______ shares of restricted stock under
the terms of the Crane Co. 1998 Restricted Stock Award
Plan (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
          closing price of the Common Stock, par value
          $1.00 per share ("Common Stock"), of the
          Corporation, as reported on the New York
          Stock Exchange-Composite Transactions Tape
          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 Common
          Stock 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 $xxx per share.
          In the event that there is an increase in the
          number of issued shares of Common Stock by
          reason of stock dividends, distributions,
          stock splits, recapitalizations or split-ups,
          the Grant Price shall promptly after such
          event be decreased in proportion to such
          increase in issued shares of Common Stock
          that occurred as a result of such event.
          Conversely, in case the issued shares of
          Common Stock shall be combined into a smaller
          number of shares of Common Stock, the Grant
          Price shall be promptly after such event
          increased in <PAGE>proportion to such
          decrease in issued shares of Common Stock
          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 Common Stock
          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 April 20, 2003.

          (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 the Crane Co.
          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 -
          October 20, 2000; and (ii) for purposes of
          Sections 3(a)(ii) and 3(a)(iii) of this
          Agreement - April 20, 2003.

          (h)  "Start Date" shall mean (i) for purposes
          of Section 3(a)(i) and 3(a)(iii) of this
          Agreement - April 20, 1998 and for purposes
          of Section 3(a)(ii) of this Agreement -
          October 21, 2000.

          (i)  "Crane Total Return" for any period
          shall mean the total return on the Common
          Stock 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 Common Stock as
               reported on the New York Stock Exchange
               Composite Transactions Tape over a
               period of twenty consecutive trading
               days beginning with, and including, the
               Start Date ("Starting Period").  If an
               ex-dividend date for a non-cash dividend
               on the Common Stock occurs during the
               Starting Period, the value of such
               <PAGE>dividend (determined in accordance
               with 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 Common Stock
               during the Starting Period on and after
               such ex-dividend date.

                    B   =     C x D

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

                    D  = The number of shares of Common
               Stock that would have been owned on the
               Test Date assuming one share of Common
               Stock 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 Common Stock.

               For the purpose of calculating "D":

                    (i)  the amount of each dividend
               shall be assumed to have been reinvested
               by acquiring Common Stock at the closing
               price 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; and

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

          (j)  "S&P 500 Total Return" for any period
          shall mean the total return on the S&P 500
          Stock 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
<PAGE>
                              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 shall 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 RESTRICTED STOCK

Pursuant to the provisions of the Plan and this
Agreement and by the authority of the Committee, the
Corporation awards ______ shares of Common Stock (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 Stock
     is 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 Restricted Stock awarded
               hereunder on October 20, 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  the
               Common Stock shall <PAGE>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 (prorated for
               partial percentages) as follows:

               % By Which Crane
                  Total Return          % of Full Grant
of
Exceeds the S&P     Restricted 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 Restricted Stock awarded
               hereunder on April 20, 2003 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 the
               Common Stock 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 (prorated for partial
               percentages) as follows:
               <PAGE>
               % By Which Crane
                    Total Return        % of Full Grant
of
                    Exceeds the S&P     Restricted
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 Restricted Stock awarded
               hereunder on April 20, 2003, 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 the
               Common Stock 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 (prorated for
               partial percentages) exceeds the S&P
               Total Return as follows:

               % By Which Crane
                    Total Return     % of Full Grant of
                    Exceeds the S&P    Restricted 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
<PAGE>
               ; provided however, that 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 Stock 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 Restricted Stock 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  Crane Co. 1998
          Restricted Stock Award Plan 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 Stock as to which the
Restrictions have not lapsed, and the Participant shall
be required to return all applicable stock certificates
to the Corporation.
<PAGE>
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 Common Stock is
          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 Stock
          awarded hereunder or Common Stock 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 <PAGE>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 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.

The Committee may adopt rules which provide that the
stock certificates evidencing such Restricted Stock may
be held in custody by a bank or other institution, or
that the Corporation may itself hold such Restricted
Stock 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:__________
R. S. Evans, Chairman & Chief Executive Officer
_______________________
(name)__________Date:________
<PAGE>
                                        Exhibit 4.3
                                      EXECUTIVE OFFICER

         RESTRICTED STOCK AGREEMENT-INCENTIVE AWARD
   UNDER THE CRANE CO. 1998 RESTRICTED STOCK AWARD PLAN
                   BETWEEN CRANE CO. AND

                           (name)

                 DATED AS OF APRIL 20, 1998

In recognition of the valued services performed by
_____(the "Participant") for Crane Co. and its
subsidiaries and as an incentive for continued
performance, Crane Co. (the "Corporation"), through the
Organization and Compensation Committee of its Board of
Directors (the "Committee"), has determined to award to
the Participant ______ shares of restricted stock under
the terms of the Crane Co. 1998 Restricted Stock Award
Plan (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 closing price of
          the Common Stock, par value $1.00 per share
          ("Common Stock"), of the Corporation as
          reported on the New York Stock Exchange-
          Composite Transactions Tape 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 Common Stock 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 $xxx per share.
          In the event that there is an increase in the
          number of issued shares of Common Stock by
          reason of stock dividends, distributions,
          stock splits, recapitalizations or split-ups,
          the Grant Price shall promptly after such
          event be decreased in proportion to such
          increase in issued shares of Common Stock
          that occurred as a result of such event.
          Conversely, in case the issued shares of
          Common Stock shall be combined into a
          <PAGE>smaller number of shares of Common
          Stock, the Grant Price shall be promptly
          after such event increased in proportion to
          such decrease in issued shares of Common
          Stock 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
          shares of Common Stock 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 April 20, 2003.

          (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 the Crane Co.
          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 -
          October 20, 2000; and (ii) for purposes of
          Sections 3(a)(ii) and 3(a)(iii) of this
          Agreement - April 20, 2003.

          (h)  "Start Date" shall mean (i) for purposes
          of Section 3(a)(i) and 3(a)(iii) of this
          Agreement - April 20, 1998 and for purposes
          of Section 3(a)(ii) of this Agreement -
          October 20, 2000.

          (i)  "Crane Total Return" for any period
          shall mean the total return on the Common
          Stock 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 Common Stock as
               reported on the New York Stock Exchange
               Composite Transactions Tape over a
               period of twenty consecutive trading
               days beginning with, and including, the
               Start Date <PAGE>("Starting Period").
               If an ex-dividend date for a non-cash
               dividend on the Common Stock occurs
               during the Starting Period, the value of
               such dividend (determined in accordance
               with 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 Common Stock
               during the Starting Period on and after
               such ex-dividend date.

                    B   =     C x D

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

                    D   =     The number of shares of
               Common Stock that would have been owned
               on the Test Date assuming one share of
               Common Stock 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 Common
               Stock.

                           For the purpose of
               calculating "D":

                    (i)  the amount of each dividend
               shall be assumed to have been reinvested
               by acquiring Common Stock at the closing
               price 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; and

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

          (j)  "S&P 500 Total Return" for any period
          shall mean the total return on the S&P 500
          Stock 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:

<PAGE>         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 shall 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 RESTRICTED STOCK

Pursuant to the provisions of the Plan and this
Agreement and by the authority of the Committee, the
Corporation awards ________ shares of Common Stock (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 Stock
     is subject to forfeiture and may not be sold,
     transferred, assigned or pledged (the
     "Restrictions").  The Restrictions on the
     Restricted Stock shall automatically lapse only as
     follows:

               (i)       On up to fifty percent (50%)
               of the Restricted Stock awarded
               hereunder on October 20, 2000 if on that
               Test Date (i) the Crane Total Return
               shall exceed the S&P 500 Total Return
               and (ii) <PAGE>the Fair Market Value of
               the Common Stock 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 (prorated for partial
               percentages) as follows:

               % By Which Crane
                    Total Return   % of Full Grant of
Exceeds the S&P     Restricted 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 Restricted Stock awarded
               hereunder on April 20, 2003 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 the
               Common Stock 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 (prorated for partial
               percentages) as follows:

               % By Which Crane
                    Total Return        % of Full Grant
of
                    Exceeds the S&P     Restricted
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 Restricted Stock awarded
               hereunder on April 20, 2003, 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 the
               Common Stock 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 (prorated for partial
               percentages) as follows:

               % By Which Crane
                    Total Return       % of Full Grant
of
                    Exceeds the S&P    Restricted 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, that 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);  or
          
               (iv)      In the event of the
               Participant's Retirement, Permanent
               Total Disability, or death or in the
               event of a Change In Control.

     The restrictions applicable to the Restricted
     Stock shall not lapse for any reason other than
     those described in clauses (i) through (iv) above.
     At the end of the Restriction Period, all
     Restricted Stock 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.
<PAGE>
(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 Restricted Stock 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 Crane Co. 1998
          Restricted Stock Award Plan 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 Stock 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 Common Stock is
          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
          <PAGE>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 Stock
          awarded hereunder or Common Stock 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.

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 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.

The Committee may adopt rules which provide that the
stock certificates evidencing such Restricted Stock may
be held in custody by a bank or other institution, or
that the Corporation may itself hold such Restricted
Stock 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.
<PAGE>
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:_____________________________
                                  R. S. Evans
                              Chairman & Chief
                              Executive Officer

____________________
(name)

Date:________________
<PAGE>

                                        Exhibit 4.4
        RESTRICTED STOCK AGREEMENT-TIME VESTING
   UNDER THE CRANE CO. 1998 RESTRICTED STOCK AWARD PLAN
                   BETWEEN CRANE CO. AND

                           (name)

                 DATED AS OF APRIL 20, 1998

In recognition of the valued services performed by
_______ (the "Participant") for Crane Co. and its
subsidiaries and as an incentive for continued
performance, Crane Co. (the "Corporation"), through the
Organization and Compensation Committee of its Board of
Directors (the "Committee"), has determined to award to
the Participant _____ shares of restricted stock under
the terms of the Crane Co. 1998 Restricted Stock Award
Plan (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 April 20, 2008.

          (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 the
               Crane Co. 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 _____ shares (the "Restricted
Stock") of Crane Co. Common Stock, par value $1.00 per
share ("Common Stock") to the Participant.

3.  RESTRICTIONS AND RIGHTS.

(a)  During the Restriction Period the Restricted Stock
     is 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 April 20, 2008, whichever
               is earlier; provided however in the
               event the Plan participant requests
               early retirement or otherwise leaves the
               employ of the Corporation, 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 Corporation;

               (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 Restricted Stock 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"):
<PAGE>
     "The transferability of this certificate and the
     shares of stock represented hereby are subject to
     the terms and conditions (including forfeiture) of
     the Crane Co. 1998 Restricted Stock Award Plan 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 Stock 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 Common Stock is
          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 Stock
          awarded hereunder or Common Stock otherwise
          previously acquired in satisfaction thereof.
<PAGE>
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 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.

The Committee may adopt rules which provide that the
stock certificates evidencing such Restricted Stock may
be held in custody by a bank or other institution, or
that the Corporation may itself hold such Restricted
Stock in custody until the restrictions thereon shall
have lapsed and may require, as a condition of any
award, that the Participant shall have delivered
<PAGE>a stock power endorsed in blank relating to the
Restricted 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:____________________________
Chairman and Chief Executive Officer

_____________________
(name)
Date:_________________

<PAGE>
                                        Exhibit 5.1
April 20, 1998
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 1,000,000 shares of Common Stock, par value
$1.00 per share ("Common Stock"), of the Registrant to
be issued under the Crane Co. 1998 Restricted Stock
Award Plan (the "Plan").

      In connection with such 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 By-Laws 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.

      4.    The Crane Co. 1998 Restricted Stock Award
Plan.

           5.                          The forms of
           Restricted Stock Agreement under the  Plan.

      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
matters 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.
      <PAGE>
      2.    The 1,000,000 shares of Common Stock of the
            Registrant authorized for issuance under
            the Plan have been duly authorized, and
            such shares, when issued by the Registrant
            in accordance with the terms and conditions
            of the Plan, will be validly issued, fully
            paid, nonassessable and, subject to the
            provisions of the Plan and the various
            Restricted Stock Agreements with respect to
            the lapse of restrictions thereon, freely
            transferable.

      The undersigned owns 30,727 shares of the
Registrant's Common Stock, including 30,300 restricted
shares, and holds options for 42,500 shares of Common
Stock 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 under the caption "Legal Opinion" in
any prospectus materials to be used in connection
therewith.

                                       Very truly
yours,

                                       /s/ Augustus I.
duPont





<PAGE>
                                        Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in
this Registration Statement of Crane Co. on Form S-8
related to the Crane Co. 1998 Restricted Stock Award
Plan of our reports dated January 21, 1998, appearing
in and incorporated by reference in the Annual Report
on Form 10-K of Crane Co. for the year ended December
31, 1997 and to the reference to us under the heading
"Experts" in the Prospectus which is part of this
Registration Statement.




/s/ Deloitte & Touche LLP
Stamford, Connecticut
April 20, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 115599}]
{"company-data": {"conformed-name": "CRANE CO /DE/", "cik": "0000025445", "assigned-sic": "5031", "irs-number": "131952290", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50487", "film-number": "98597365"}, "business-address": {"street1": "100 FIRST STAMFORD PLACE", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2033637300"}}
s842098restrictedstock
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. 1998 RESTRICTED STOCK AWARD PLAN
                Full title of the plan
                           
    Augustus I. duPont, Vice President, General Counsel
                           and Secretary
    
   Crane Co., 100 First Stamford Place, Stamford, CT
                         06902
         Name and address of agent for service
                           
                     203-363-7300
         Telephone number of agent for service
                           
               CALCULATION OF REGISTRATION FEE
_______________________________________________________
__
                         Proposed  Proposed
Title of                 Maximum   Maximum
Securities  Amount         Offering  Aggregate   Amount
of
to be         to be           Price per Offering
Registration
Registered  Registered(1)     Share(2)  Price       Fee
(2)
_______________________________________________________
____
Common        1,000,000 shs.   $51.53    $51,530,000
$15,201  $________
Stock par
value $1.00
Per Share
_______________________________________________________
____

(1)       Such additional indeterminable number of
shares of
      Common Stock are hereby registered as may be
      required by reason of the antidilution provisions
      of the Crane Co. 1998 Restricted Stock Award
      Plan.  The shares of Common Stock offered by the
      resale Prospectus included in this Registration
      Statement also include 1,500,000 shares
      registered under Registration Statements No. 33-
      22904 filed on July 6, 1988 and No. 33-36735
      filed on June 26, 1996 and included in such
      Prospectus under Rule 429.
(2)   Pursuant to Rule 457(c) and (h) of 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 Transactions Tape on April 13, 1998.
      Aggregate registration fees of $13,143 were paid
      in connection with the shares of Common Stock
      registered under Registration Statements No. 33-
      22904 and
      No. 33-36755.
      
     The Prospectus that is being filed with this
Registration Statement has been prepared in accordance
with the requirements of General Instruction C to Form
S-8 and Part I of Form S-3, and may be used for re-
offerings of Common Stock acquired by persons named
therein pursuant to the Crane Co. Restricted Stock
Award Plan or the Crane Co. 1998 Restricted Stock Award
Plan.  Pursuant to Rule 429 of the Securities Act of
1933, the prospectuses covering securities registered
pursuant to this Registration Statement also relate to
the shares of the Company's Common Stock covered by
Registration Statements No. 33-22904 and No. 33-36735.
_______________________________________________________
____
                      PROSPECTUS
_______________________________________________________
____

                   1,419,638 SHARES
                           
                       CRANE CO.
                           
                     Common Stock
               Par Value $1.00 Per Share
                           
          This Prospectus covers a total of 1,419,638
shares (the "Shares") of the Common Stock, par value
$1.00 per share (the "Common Stock"), of Crane Co. (the
"Company") which may be sold from time to time by or
for the account of nine persons (collectively, the
"Selling Shareholders") who acquired the Shares
pursuant to awards under the Crane Co. Restricted Stock
Award Plan or the Crane Co. 1998 Restricted Stock Award
Plan (collectively, the "Restricted Stock Plans").

          The Shares may be sold pursuant to this
Prospectus from time to time after the date hereof,
subject to certain restrictions on transfer applicable
to the Selling Shareholders under the Restricted Stock
Plan.  Sales will be made at prices and on terms
determined at the time of sale, to purchasers directly
or by or through brokers, dealers, underwriters or
agents who may receive compensation in the form of
discounts, commissions or concessions.  Whether such
sales will be made and the timing and amount of any
sale is discretionary with each Selling Shareholder.
The Selling Shareholders and any brokers, dealers,
underwriters or agents that participate in the
distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), and any
discounts, commissions or concessions received by any
such broker, dealer, underwriter or agent may be deemed
to be underwriting commissions or discounts under the
Securities Act.  The Company will not receive any of
the proceeds from any sale of the Shares offered
hereby.  See "Use of Proceeds", "Selling Shareholders"
and "Plan of Distribution."

          The Common Stock is listed and traded on the
New York Stock Exchange.  The last reported sale price
of the Common Stock on the New York Stock Exchange on
April 17, 1998 was $____ per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

    The date of this Prospectus is April 20, 1998.
TABLE OF CONTENTS

Available Information ..............................
     Information Incorporated by
     Reference...............
     The
     Company.........................................
     Use of
     Proceeds.....................................
     Selling
     Shareholders................................
     Plan of
     Distribution................................
     Experts..........................................
     ...
     Indemnification..................................
     ...

                 AVAILABLE INFORMATION

          The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information
statements, and other information with the Securities
and Exchange Commission (the "Commission").  Such
reports, proxy and information statements, and other
information, including information incorporated by
reference into this Prospectus, can be inspected and
copied at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C.  20549, and at its following regional
offices:  Room 3190, 230 South Dearborn Street,
Chicago, Illinois 60604; and 75 Park Place, 14th Floor,
New York, New York 10007.  Copies of this material can
also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal
office at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.

          The Common Stock is listed and traded on the
New York Stock Exchange, and reports, proxy and
information statements, and other information
concerning the Company can be inspected at the library
of the New York Stock Exchange, 20 Broad Street, New
York, New York  10005.

         INFORMATION INCORPORATED BY REFERENCE
                           
          Information contained in the following
documents is incorporated by reference into this
Prospectus:

          1. The Company's Annual Report on Form 10-K
          for the    fiscal year ended December 31,
          1997 (File No. 1-1657).
            
          2. The description of the Common Stock
          contained in the Registration Statement on
          Form 8-A of the Company filed under Section
          12(b) of the Exchange Act, including all
          amendments and reports updating such
          description.
          
 All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13 (c), 14
or 15(d) of the Exchange Act after the date of this
Prospectus, but prior to
the filing of a post-
effective amendment to the Registration Statement of
which this Prospectus is a part which indicates that
all securities offered by the Prospectus have been sold
or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference
into this Prospectus.  Each document incorporated in
this Prospectus by reference shall be deemed to be a
part of this Prospectus from the date of the filing of
such document with the Commission until the information
contained therein is superseded or updated by any
subsequently filed document which is incorporated by
reference into this Prospectus.

          The Company will furnish without charge to
each person, including any beneficial owner, to whom
this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the
information that has been incorporated by reference
into this Prospectus, other than certain exhibits to
such documents.  Requests should be directed to the
Office of the Secretary, Crane Co., 100 First Stamford
Place, Stamford, Connecticut 06902, telephone (203) 363-
7300.

          No person has been authorized to give any
information or to make any representations not
contained in this Prospectus and, if given or made,
such information or representations must not be relied
upon as having been authorized by the Company.

          The delivery of this Prospectus at any time
does not imply that information herein is correct as of
any time subsequent to the date hereof.  This
Prospectus does not constitute an offer within any
jurisdiction to any person to whom such offer would be
unlawful.

                      THE COMPANY
                           
     The Company is a diversified manufacturer of
engineered industrial products and the largest American
distributor of doors, windows and millwork.  Founded in
1855, Crane Co. employs over 10,000 people in North
America, Europe, Asia and Australia.

          The Company's strategy is to grow the
earnings of niche businesses with high market share,
build an aggressive and committed management team whose
interests are directly aligned to those of the
shareholders, and maintain a focused, efficient
corporate structure.

          The Company's principal executive office is
located at 100 First Stamford Place, Stamford,
Connecticut 06902, telephone (203) 363-7300.
USE OF PROCEEDS
                           
     The Company will not receive any of the proceeds
from the sale of the Shares offered under this
Prospectus by the Selling Shareholders.

                 SELLING SHAREHOLDERS

          All of the Shares offered hereby are being
offered for the account of the persons identified in
the following table, who may from time to time sell the
Shares covered by this Prospectus, subject to certain
restrictions on transfer. See "Plan of Distribution."
All of the Shares were acquired pursuant to grants made
pursuant to the Restricted Stock Plans. Each of the
Selling Shareholders is an executive officer of the
Company.

          The following table sets forth the name and
title of each Selling Shareholder, the number of shares
of Common Stock owned by each as of April 1, 1998, the
number of shares of Restricted Stock subject to
forfeiture as of such date and the maximum number of
Shares to be offered under this Prospectus.

Selling         Shares   Restric    Maximum  Shares
Shareholder     Owned    ted        Shares   to be
                as of    Shares     to be    Owned
                April    Subject    Offered  After
                1,       to         Under    Completi
                1998(1)  Forfeit    this     on of
                         ure as     Pros-    this
                         of         pectus(  Offering
                         April      2)
                         1, 1998
                                             
R. S. Evans,     1,188,9   412,722  907,498  1,394,14
Chairman and          23                           7*
Chief
Executive
Officer
L. H. Clark,      12,389   127,181  138,200     1,370
President and
Chief
Operating
Officer
A. I. duPont,        427    30,300   30,300       427
Vice
President,
General
Counsel &
Secretary
B. L. Ellis,         120         0        0       120
Vice
President,
Chief
Information
Officer
A. D.             22,828    16,840   25,463    14,205
Pantaleoni,
Vice President-
Health, Safety
&
Environmental
R. B.             96,163    21,899   85,808    32,254
Phillips, Vice
President-
Human
Resources
D. S. Smith,      26,396    84,640  102,624     8,412
Vice President-
Finance and
Chief
Financial
Officer
M. L. Raithel,   117,302    37,065  103,638    50,729
Controller
G. A. Dickoff     14,084    20,251   26,107     8,228
Treasurer
(1)  Does not include restricted shares of Common Stock
     awarded under the Crane Co. Restricted Stock Award
     Plans which were not vested as of  April 1, 1998.

(2)  Includes restricted shares of Common Stock subject
     to forfeiture as of April 1, 1998 as well as
     shares of Common Stock previously acquired upon
     lapse of restrictions in accordance with the terms
     of the Restricted Stock Award Plans.

     *    Constitutes 3.1% of the shares of Common
     Stock outstanding on the date hereof.
                           
                           
                 PLAN OF DISTRIBUTION
                           
          It is expected that the Selling Shareholders
will
sell their respective Shares pursuant to this
Prospectus from time to time or at one time, subject to
certain restrictions on transfer under the Restricted
Stock Plan as discussed below. Whether such sales will
be made and the timing and amount of any sales is
discretionary with each Selling Shareholder.

          Shares may be sold on one or more exchanges
or otherwise; directly to purchasers in negotiated
transactions; by or through brokers or dealers, in
ordinary brokerage transactions or transactions in
which the broker solicits purchasers; in block trades
in which the broker or dealer will attempt to sell
Shares as agent but may position and resell a portion
of the block as principal; in transactions in which a
broker or dealer purchases as principal for resale for
its own account; through underwriters or agents; or in
any combination of the foregoing methods.  Shares may
be sold at a fixed offering price, which may be
changed, at the prevailing market price at the time of
sale, at prices related to such prevailing market price
or at negotiated prices.  Any brokers, dealers,
underwriters or agents may arrange for others to
participate in any such transaction and may receive
compensation in the form of discounts, commissions or
concessions from the Selling Shareholders and/or the
purchasers of Shares.  The proceeds to the Selling
Shareholders from any sale of Shares will be net of any
such compensation, and of any expenses to be borne by
the Selling Shareholders.  If required at the time that
a particular offer of Shares is made, a supplement to
this Prospectus will be delivered that describes any
material arrangements for the distribution of Shares
and the terms of the offering, including, without
limitation, the names of any underwriters, brokers,
dealers or agents and any discounts, commissions or
concessions and other items constituting compensation
from the Selling Shareholders or otherwise.  The
Company may agree to indemnify any such brokers,
dealers, underwriters, or agents against certain civil
liabilities, including liabilities under the Securities
Act.
The Selling Shareholders and any brokers,
dealers, underwriters or agents that participate with
the Selling Shareholders in the distribution of Shares
may be deemed to be "underwriters" within the meaning
of the Securities Act, in which event any discounts,
commissions or concessions received by any such
brokers, dealers, underwriters or agents and any profit
on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts
under the Securities Act.

          Awards made under the Restricted Stock Plan
may be either performance-based or time-based.  Shares
granted under performance-based awards are subject to
forfeiture if the Company does not achieve certain
stock price appreciation goals at measurement dates
which are two and a half and five years after the date
of grant.  Such performance criteria are fixed by the
Organization and Compensation Committee (the
"Committee") of the Company's Board of Directors when
the awards are made.  Shares granted under time-based
awards are subject to forfeiture only if the employee
leaves the employ of the Company prior to the
expiration of the vesting period fixed by the Committee
on the date of grant, generally the earlier of ten
years or attainment of age 65.  The table below sets
forth, for each Selling Shareholder, the number of
Shares currently subject to performance-based
restrictions and the number of Shares currently subject
to time-based restrictions.

                              Performance
                              -Based         Time-Based
                              Shares         Shares
                              
Robert S. Evans               211,772         200,950
L. Hill Clark                 123,031           4,150
Augustus I. duPont             30,000             300
Bradley L. Ellis                          0
0
Anthony D. Pantaleoni          16,840               0
Richard B. Phillips            20,099           1,800
David S. Smith                 83,490           1,150
Michael L. Raithel             33,615           3,450
Gil A. Dickoff                 20,251               0

          Upon termination of a Selling Shareholder's
employment with the Company prior to the lapse of the
restrictions on transfer, all Shares still subject to
restriction will be forfeited.  In the event of a
Selling Shareholder's retirement, permanent total
disability, death or a change in control (as defined in
the Restricted Stock Plan) any and all remaining
restrictions with respect to the Shares would lapse.

     The Company has agreed to supply the Selling
Shareholders with reasonable quantities of Prospectuses
and the Selling Shareholders shall in all cases be
responsible for complying with the prospectus delivery
requirements of Section 5(b)(2) of the Securities Act
with respect to sales of Shares made by them.
Any shares covered by this
Prospectus which qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144
rather than pursuant to this Prospectus. There is no
assurance that the Selling Shareholders will sell any
or all of the Shares.  The Selling Shareholders may
transfer, devise or gift such Shares by other means not
described herein.

          The Company will pay all of the expenses,
including, but not limited to, fees and expenses of
compliance with state securities or "blue sky" laws,
incident to the registration of the Shares, other than
certain underwriting discounts and selling commissions
and fees and expenses, if any, of counsel or other
advisors retained by the Selling Shareholders.

                        EXPERTS
                           
     The consolidated financial statements and the
related financial statement schedules incorporated in
this Prospectus by reference from the Company's Annual
Report on  Form 10-K for the year ended December 31,
1997 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and
auditing

                    INDEMNIFICATION
                           
          Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL") permits a Delaware
corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory
limitations, the liability of a director to the
corporation or its stockholders for monetary damages
for breaches of fiduciary duty, except for liability
(i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper
personal benefit.  Article IX of the Company's
Certificate of Incorporation provides that the personal
liability of directors of the Company is eliminated to
the fullest extent permitted by Section 102(b)(7) of
the DGCL.

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

          The Company maintains standard policies of
insurance under which coverage is provided (a) to its
directors and officers against loss arising from claims
made by reason of breach of duty or other wrongful act
and (b) to the Company with respect to payments which
may be made by the Company to such officers and
directors pursuant to the above indemnification
provisions or otherwise as a matter of law.

          The Company has entered into agreements with
each of its directors and officers pursuant to which
the Company has agreed to indemnify such directors and
officers, and to advance expenses in connection
therewith, to the fullest extent permitted by law, and
to maintain directors' and officers' liability
insurance on behalf of such indemnified persons unless,
in the business judgment of the Board of Directors of
the Company, the premium cost for such insurance is
substantially disproportionate to the amount of
coverage or the coverage is so limited by exclusions
that there is insufficient benefit from such insurance.
The agreements further provide that, if indemnification
is not available, then in any case in which the Company
is jointly liable with the indemnified person the
Company will contribute to the fullest extent permitted
by law to the amount of expenses, judgments, fines and
settlements paid or payable by the indemnified person
in such proportion as is appropriate to reflect the
relative benefits received, and the relative fault of,
the Company and the indemnified person. Such rights
cannot be modified, except as required by law, by any
change in the Company's Certificate of Incorporation or
By-Laws.

          The indemnification described in the
preceding
paragraphs may include indemnification against
liabilities arising under the Securities Act.  Insofar
as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers,
or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange
Commission such indemnification is against public
policy as expressed in the Securities Act and is
therefore unenforceable.
PART II

Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

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

      1.  The Company's Form 10-K, filed with the
Commission for the fiscal year ended December 31, 1997
(No. 1-1657).

      2.  The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A filed under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
including all amendments and reports updating such
description.

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

Item 4.  Description of Securities

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

Item 5.  Interests of Named Experts and Counsel.

      The legality of the Common Stock to which this
Registration Statement relates has been passed upon for
the Company by Augustus I. duPont, Vice President,
General Counsel and Secretary of the Company.  As of
April 1, 1998, Mr. duPont beneficially owned 30,727
shares of the Company's Common Stock, of which 30,300
shares were granted under the Plan, and held options to
purchase 42,500 shares of the Company's Common Stock.
Item 6.  Indemnification of Directors and Officers.

      Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL") permits a Delaware
corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory
limitations, the liability of a director to the
corporation or its stockholders for monetary damages
for breaches of fiduciary duty, except for liability
(i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper
personal benefit.  Article IX of the Company's
Certificate of Incorporation provides that the personal
liability of directors of the Company is eliminated to
the fullest extent permitted by Section 102(b)(7) of
the DGCL.

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

      The Company maintains standard policies of
insurance
under which coverage is provided (a) to its directors
and officers against loss arising from claims made by
reason of breach of duty or other wrongful act and (b)
to the Company with respect to payments which may be
made by the Company to such officers and directors
pursuant to the above indemnification provisions or
otherwise as a matter of law.

      The Company has entered into agreements with each
of its directors and officers pursuant to which the
Company has agreed to indemnify such directors and
officers, and to advance expenses in
connection
therewith, to the fullest extent permitted by law, and
to maintain directors' and officers' liability
insurance on behalf of such indemnified persons unless,
in the business judgment of the Board of Directors of
the Company, the premium cost for such insurance is
substantially disproportionate to the amount of
coverage or the coverage is so limited by exclusions
that there is insufficient benefit from such insurance.
The agreements further provide that, if indemnification
is not available, then in any case in which the Company
is jointly liable with the indemnified person the
Company will contribute to the fullest extent permitted
by law to the amount of expenses, judgments, fines and
settlements paid or payable by the indemnified person
in such proportion as is appropriate to reflect the
relative benefits received, and the relative fault of,
the Company and the indemnified person. Such rights
cannot be modified, except as required by law, by any
change in the Company's Certificate of Incorporation or
By-Laws.

Item 7.  Exemption from Registration Claimed.

Not applicable.
Item 8.         Exhibits

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

EXHIBIT NO.     DESCRIPTION
SEQUENTIAL
                                                   PAGE
NO.

3.1            The Certificate of Incorporation of the
               Company, as amended through May 7, 1987
               (incorporated by reference to Exhibit D
               to the Company's Annual Report on
               Form 10-K for the fiscal year ended
               December 31, 1987 -Commission File No. 1-
               1657)
               
3.2                      The By-Laws of the Company, as
               amended through          December 5,
               1994 (incorporated by reference to
               Exhibit A to the Company's Annual Report
               on Form 10-K for the fiscal year ended
               December 31, 1996 -- Commission File No.
               1-1657)

4.1            Crane Co. 1998 Restricted Stock Award
Plan

4.2            Form of Restricted Stock Award Agreement
-
               Incentive Award

4.3            Form of Restricted Stock Award Agreement
-
               Incentive Award-Executive Officer

4.4            Form of Restricted Stock Award Agreement
-Time Vesting

5.1            Opinion of Augustus I. duPont, Esq. as
to                  the legality of the shares being
registered.

23.1           Consent of Deloitte & Touche LLP,
independent public accountants.

23.2           Consent of Augustus I. duPont, Esq.
(included in opinion filed as Exhibit 5.1)

24.1           Power of Attorney (set forth on the
signature page of this Registration
Statement)
Item 9. Undertakings.

(a)  The undersigned registrant hereby undertakes:

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

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

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

          (iii)    To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement; Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.

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

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

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

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

          Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized,
in the City of Stamford, State of Connecticut on the
20th day of April, 1998.

                              CRANE CO.

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

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

SIGNATURE                    TITLE
DATE

/s/R. S. Evans   Chairman of the Board
R.S. Evans       and Chief Executive
                 Officer and a Director      April 20,
1998

/s/D. S. Smith   Vice President Finance and
D.S. Smith       Chief Financial Officer     April 20,
1998

/s/M. L. Raithel Controller and
M.L. Raithel     Principal Accounting
                Officer                     April 20,
1998

/s/E.T. Bigelow,Jr. Director                 April 20,
1998
E.T. Bigelow, Jr.

/s/R.S. Forte'      Director                 April 20,
1998
R.S. Forte'

/s/D.R. Gardner     Director                 April 20,
1998
D.R. Gardner

/s/J. Gaulin        Director                 April 20,
1998 J.Gaulin

/s/D.C. Minton      Director                 April 20,
1998
D.C. Minton

/s/C.J. Queenan,Jr. Director                 April 20,
1998
C.J. Queenan, Jr.

/s/J. L. L. Tullis  Director                 April 20,
1998
J. L. Tullis

/s/B.Yavitz         Director                 April 20,
1998
B. Yavitz
EXHIBIT INDEX
EXHIBIT    DESCRIPTION               Sequential Page
No.
NO.

3.1      The Certificate of Incorporation of the
         Company, as amended through May 7, 1987
         (incorporated by reference to Exhibit D to the
         Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1987 -
         Commission File No. 1-1657)
         
3.2      The By-Laws of the Company, as amended
         through December 5, 1994 (incorporated by
         reference to Exhibit A to the Company Annual
         Report on Form 10-K for the fiscal year ended
         December 31,1996 -- Commission File No. 1-
         1657)
         
4.1      Crane Co. 1998 Restricted Stock Award Plan

4.2      Form of Restricted Stock Award Agreement -
         Incentive Award

4.3      Form of Restricted Stock Award Agreement -
         Incentive Award-Executive Officer

4.4      Form of Restricted Stock Award Agreement -
         Time Vesting

5.1      Opinion of Augustus I. duPont, Esq. as to
         the legality of the shares being registered

23.1     Consent of Deloitte & Touche LLP,
         independent public accountants

23.2     Consent of Augustus I. duPont, Esq.
         (included in opinion filed as Exhibit 5.1)

24.1     Power of Attorney (set forth on the
         signature page of this Registration Statement)
Exhibit 4.1

                  THE CRANE CO. 1998
              RESTRICTED STOCK AWARD PLAN

1. Purposes of the Plan.

     The Crane Co. 1998 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 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 their personal interest
in its continued success. Accordingly, the Company
may, from time to time, on or before May 31, 2008,
grant to selected key officers and employees of the
Company and its subsidiaries ("Participants") awards
of shares of Common Stock, par value $1.00 per share,
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 (the "Board") or by such
other committee composed of at least three members of
the Board as may be designated by the Board (the
"Committee"); provided, however, if any member of the
Committee does not meet the qualifications for an
"outside director" established from time to time by
Section 162(m) of the Internal Revenue Code of 1986,
as amended, and any proposed or future regulations
thereunder ("Section 162(m)"), or the qualifications
for a ``non-employee director'' established from time
to time by rules or regulations of the Securities and
Exchange Commission under Section 16 of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the remaining members of the
Committee (but not less than two) shall administer
this Plan. The Committee is authorized to interpret
this Plan and may from time to time adopt such rules
and regulations for carrying out this 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 or The
Crane Co. 1998 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 this Plan shall be final,
conclusive and binding upon all parties, including
the Company, its 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 Committee member shall receive
compensation with respect to his or her services for
the Committee except as may be authorized by the
Board. 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 this Plan or awards made hereunder, 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 this 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 performance criteria, if any,
   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 performance criteria applicable
thereto, the terms and conditions placed thereon, and
the form of agreement, legend or other instrument
evidencing such awards 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 this Plan, or any
applicable agreement, or applicable law, or with
consent of the Participant.

3. Stock Subject to the Plan.

     The total number of shares initially authorized
to be issued under this Plan shall be 1,000,000
shares of Common Stock. The number of shares
available for issuance under this Plan shall be
subject to adjustment in accordance with Section 8(a)
hereof. Shares to be awarded under this Plan shall be
made available, at the discretion of the Board,
either from the authorized but unissued shares of
Common Stock 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 this Plan are forfeited in accordance
with Section 6(c) hereof or for any other reason,
including without limitation the failure of any
performance criteria, such shares shall again become
available for use under this 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. The maximum number of
shares of restricted stock that may be awarded under
this Plan to any single individual during any
calendar year shall not exceed 200,000 shares,
subject to adjustment in accordance with Section 8(a)
hereof.

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 the Company and such recipient shall have
executed an agreement or other instrument evidencing
the award and such recipient shall have 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 this 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 Crane Co. 1998 Restricted Stock Award Plan
   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
shares 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 minus the total
effective federal income and excise tax rate
applicable as a result of the lapse of such
restrictions or as a result of such election.

6. Restrictions and Forfeitures.

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

     (a) Subject to the provisions of Section 6(d)
hereof, commencing with the date of each award, 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 satisfaction of the
performance criteria established by the
Committee at the date of the award, whichever is
earlier (the "Restriction Period"). 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) hereof,
the Participant shall have with respect to the
restricted stock all of the rights of a stockholder
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)
hereof, 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 disability or death or in the event of a
"change in control" (as hereinafter defined), 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 outstanding shares of 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 Exchange Act) of 20% or more of the
outstanding shares of 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 outstanding shares of Common Stock
would be converted into cash, securities or other
property, other than a merger of the Company in which
the holders of Common Stock 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 or (vi) the date upon which the individuals
who constitute the Board as of April 21, 1998 (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 whose election, or nomination for election
by the Company's stockholders, 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 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall, for
purposes of this Plan, be 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 Common Stock that are similarly
restricted.

7. Amendment and Termination.

     The Board may amend, suspend or terminate this
Plan at any time, provided that without the approval
of the Company's stockholders no such modification
shall:

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

     (b) extend the period during which awards may be
granted under this Plan beyond May 31, 2008; or

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

8. Miscellaneous.

     (a) In the event that the number of outstanding
shares of Common Stock shall be changed by reason of
any stock dividend, stock split, recapitalization or
other similar event, the
number of shares for
which awards of restricted stock may be granted under
this Plan, and the maximum number of shares of
restricted stock that may be awarded under this Plan
to any individual during any calendar year, shall be
appropriately adjusted as determined by the Board 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 this Plan, and neither this Plan nor any
action taken hereunder 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 shares of Common 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
Participant and the Company, containing such
restrictions, terms and conditions as the Committee
may require.

     (f) Anything in this Plan to the contrary
notwithstanding, it is expressly agreed and
understood that if any one or more provisions of this
Plan shall be illegal or invalid such illegality or
invalidity shall not invalidate this Plan or any
other provisions thereof, but this Plan shall be
effective in all respects as though the illegal or
invalid provisions had not been included.

     (g) All determinations made and actions taken
pursuant to this Plan shall be governed by the laws
of the State of Delaware, other than the conflict of
laws provisions thereof.

9. Term of Plan.

      This Plan shall be submitted to the stockholders
 of the  Company at the Annual Meeting in 1998 and, if
 approved by the stockholders, shall become effective
 April 20, 1998. No shares shall be awarded under this
 Plan after May 31, 2008.
Exhibit
4.2

     RESTRICTED STOCK AGREEMENT-INCENTIVE AWARD
     UNDER THE CRANE CO. 1998 RESTRICTED STOCK AWARD
PLAN
     BETWEEN CRANE CO. AND

     (name)

                 DATED AS OF APRIL 20, 1998

In recognition of the valued services performed by
_______ (the "Participant") for Crane Co. and its
subsidiaries and as an incentive for continued
performance, Crane Co. (the "Corporation"), through the
Organization and Compensation Committee of its Board of
Directors (the "Committee"), has determined to award to
the Participant ______ shares of restricted stock under
the terms of the Crane Co. 1998 Restricted Stock Award
Plan (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
          closing price of the Common Stock, par value
          $1.00 per share ("Common Stock"), of the
          Corporation, as reported on the New York
          Stock Exchange-Composite Transactions Tape
          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 Common
          Stock 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 $xxx per share.
          In the event that there is an increase in the
          number of issued shares of Common Stock by
          reason of stock dividends, distributions,
          stock splits, recapitalizations or split-ups,
          the Grant Price shall promptly after such
          event be decreased in proportion to such
          increase in issued shares of Common Stock
          that occurred as a result of such event.
          Conversely, in case the issued shares of
          Common Stock shall be combined into a smaller
          number of shares of Common Stock, the Grant
          Price shall be promptly after such event
          increased in
proportion to such
          decrease in issued shares of Common Stock
          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 Common Stock
          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 April 20, 2003.

          (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 the Crane Co.
          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 -
          October 20, 2000; and (ii) for purposes of
          Sections 3(a)(ii) and 3(a)(iii) of this
          Agreement - April 20, 2003.

          (h)  "Start Date" shall mean (i) for purposes
          of Section 3(a)(i) and 3(a)(iii) of this
          Agreement - April 20, 1998 and for purposes
          of Section 3(a)(ii) of this Agreement -
          October 21, 2000.

          (i)  "Crane Total Return" for any period
          shall mean the total return on the Common
          Stock 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 Common Stock as
               reported on the New York Stock Exchange
               Composite Transactions Tape over a
               period of twenty consecutive trading
               days beginning with, and including, the
               Start Date ("Starting Period").  If an
               ex-dividend date for a non-cash dividend
               on the Common Stock occurs during the
               Starting Period, the value of such
dividend (determined in accordance
               with 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 Common Stock
               during the Starting Period on and after
               such ex-dividend date.

                    B   =     C x D

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

                    D  = The number of shares of Common
               Stock that would have been owned on the
               Test Date assuming one share of Common
               Stock 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 Common Stock.

               For the purpose of calculating "D":

                    (i)  the amount of each dividend
               shall be assumed to have been reinvested
               by acquiring Common Stock at the closing
               price 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; and

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

          (j)  "S&P 500 Total Return" for any period
          shall mean the total return on the S&P 500
          Stock 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 shall 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 RESTRICTED STOCK

Pursuant to the provisions of the Plan and this
Agreement and by the authority of the Committee, the
Corporation awards ______ shares of Common Stock (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 Stock
     is 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 Restricted Stock awarded
               hereunder on October 20, 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  the
               Common Stock 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 (prorated for
               partial percentages) as follows:

               % By Which Crane
                  Total Return          % of Full Grant
of
Exceeds the S&P     Restricted 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 Restricted Stock awarded
               hereunder on April 20, 2003 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 the
               Common Stock 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 (prorated for partial
               percentages) as follows:
% By Which Crane
                    Total Return        % of Full Grant
of
                    Exceeds the S&P     Restricted
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 Restricted Stock awarded
               hereunder on April 20, 2003, 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 the
               Common Stock 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 (prorated for
               partial percentages) exceeds the S&P
               Total Return as follows:

               % By Which Crane
                    Total Return     % of Full Grant of
                    Exceeds the S&P    Restricted 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, that 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 Stock 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 Restricted Stock 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  Crane Co. 1998
          Restricted Stock Award Plan 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 Stock 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 Common Stock is
          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 Stock
          awarded hereunder or Common Stock 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 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.

The Committee may adopt rules which provide that the
stock certificates evidencing such Restricted Stock may
be held in custody by a bank or other institution, or
that the Corporation may itself hold such Restricted
Stock 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:__________
R. S. Evans, Chairman & Chief Executive Officer
_______________________
(name)__________Date:________
Exhibit 4.3
                                      EXECUTIVE OFFICER

         RESTRICTED STOCK AGREEMENT-INCENTIVE AWARD
   UNDER THE CRANE CO. 1998 RESTRICTED STOCK AWARD PLAN
                   BETWEEN CRANE CO. AND

                           (name)

                 DATED AS OF APRIL 20, 1998

In recognition of the valued services performed by
_____(the "Participant") for Crane Co. and its
subsidiaries and as an incentive for continued
performance, Crane Co. (the "Corporation"), through the
Organization and Compensation Committee of its Board of
Directors (the "Committee"), has determined to award to
the Participant ______ shares of restricted stock under
the terms of the Crane Co. 1998 Restricted Stock Award
Plan (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 closing price of
          the Common Stock, par value $1.00 per share
          ("Common Stock"), of the Corporation as
          reported on the New York Stock Exchange-
          Composite Transactions Tape 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 Common Stock 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 $xxx per share.
          In the event that there is an increase in the
          number of issued shares of Common Stock by
          reason of stock dividends, distributions,
          stock splits, recapitalizations or split-ups,
          the Grant Price shall promptly after such
          event be decreased in proportion to such
          increase in issued shares of Common Stock
          that occurred as a result of such event.
          Conversely, in case the issued shares of
          Common Stock shall be combined into a
smaller number of shares of Common
          Stock, the Grant Price shall be promptly
          after such event increased in proportion to
          such decrease in issued shares of Common
          Stock 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
          shares of Common Stock 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 April 20, 2003.

          (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 the Crane Co.
          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 -
          October 20, 2000; and (ii) for purposes of
          Sections 3(a)(ii) and 3(a)(iii) of this
          Agreement - April 20, 2003.

          (h)  "Start Date" shall mean (i) for purposes
          of Section 3(a)(i) and 3(a)(iii) of this
          Agreement - April 20, 1998 and for purposes
          of Section 3(a)(ii) of this Agreement -
          October 20, 2000.

          (i)  "Crane Total Return" for any period
          shall mean the total return on the Common
          Stock 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 Common Stock as
               reported on the New York Stock Exchange
               Composite Transactions Tape over a
               period of twenty consecutive trading
               days beginning with, and including, the
               Start Date
("Starting Period").
               If an ex-dividend date for a non-cash
               dividend on the Common Stock occurs
               during the Starting Period, the value of
               such dividend (determined in accordance
               with 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 Common Stock
               during the Starting Period on and after
               such ex-dividend date.

                    B   =     C x D

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

                    D   =     The number of shares of
               Common Stock that would have been owned
               on the Test Date assuming one share of
               Common Stock 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 Common
               Stock.

                           For the purpose of
               calculating "D":

                    (i)  the amount of each dividend
               shall be assumed to have been reinvested
               by acquiring Common Stock at the closing
               price 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; and

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

          (j)  "S&P 500 Total Return" for any period
          shall mean the total return on the S&P 500
          Stock 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 shall 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 RESTRICTED STOCK

Pursuant to the provisions of the Plan and this
Agreement and by the authority of the Committee, the
Corporation awards ________ shares of Common Stock (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 Stock
     is subject to forfeiture and may not be sold,
     transferred, assigned or pledged (the
     "Restrictions").  The Restrictions on the
     Restricted Stock shall automatically lapse only as
     follows:

               (i)       On up to fifty percent (50%)
               of the Restricted Stock awarded
               hereunder on October 20, 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
               the Common Stock 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 (prorated for partial
               percentages) as follows:

               % By Which Crane
                    Total Return   % of Full Grant of
Exceeds the S&P     Restricted 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 Restricted Stock awarded
               hereunder on April 20, 2003 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 the
               Common Stock 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 (prorated for partial
               percentages) as follows:

               % By Which Crane
                    Total Return        % of Full Grant
of
                    Exceeds the S&P     Restricted
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 Restricted Stock awarded
               hereunder on April 20, 2003, 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 the
               Common Stock 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 (prorated for partial
               percentages) as follows:

               % By Which Crane
                    Total Return       % of Full Grant
of
                    Exceeds the S&P    Restricted 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, that 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);  or
          
               (iv)      In the event of the
               Participant's Retirement, Permanent
               Total Disability, or death or in the
               event of a Change In Control.

     The restrictions applicable to the Restricted
     Stock shall not lapse for any reason other than
     those described in clauses (i) through (iv) above.
     At the end of the Restriction Period, all
     Restricted Stock 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 Restricted Stock 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 Crane Co. 1998
          Restricted Stock Award Plan 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 Stock 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 Common Stock is
          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 Stock
          awarded hereunder or Common Stock 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.

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 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.

The Committee may adopt rules which provide that the
stock certificates evidencing such Restricted Stock may
be held in custody by a bank or other institution, or
that the Corporation may itself hold such Restricted
Stock 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:_____________________________
                                  R. S. Evans
                              Chairman & Chief
                              Executive Officer

____________________
(name)

Date:________________
Exhibit 4.4
        RESTRICTED STOCK AGREEMENT-TIME VESTING
   UNDER THE CRANE CO. 1998 RESTRICTED STOCK AWARD PLAN
                   BETWEEN CRANE CO. AND

                           (name)

                 DATED AS OF APRIL 20, 1998

In recognition of the valued services performed by
_______ (the "Participant") for Crane Co. and its
subsidiaries and as an incentive for continued
performance, Crane Co. (the "Corporation"), through the
Organization and Compensation Committee of its Board of
Directors (the "Committee"), has determined to award to
the Participant _____ shares of restricted stock under
the terms of the Crane Co. 1998 Restricted Stock Award
Plan (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 April 20, 2008.

          (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 the
               Crane Co. 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 _____ shares (the "Restricted
Stock") of Crane Co. Common Stock, par value $1.00 per
share ("Common Stock") to the Participant.

3.  RESTRICTIONS AND RIGHTS.

(a)  During the Restriction Period the Restricted Stock
     is 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 April 20, 2008, whichever
               is earlier; provided however in the
               event the Plan participant requests
               early retirement or otherwise leaves the
               employ of the Corporation, 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 Corporation;

               (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 Restricted Stock 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 Crane Co. 1998 Restricted Stock Award Plan 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 Stock 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 Common Stock is
          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 Stock
          awarded hereunder or Common Stock 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 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.

The Committee may adopt rules which provide that the
stock certificates evidencing such Restricted Stock may
be held in custody by a bank or other institution, or
that the Corporation may itself hold such Restricted
Stock 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
Restricted 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:____________________________
Chairman and Chief Executive Officer

_____________________
(name)
Date:_________________
Exhibit 5.1
April 20, 1998
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 1,000,000 shares of Common Stock, par value
$1.00 per share ("Common Stock"), of the Registrant to
be issued under the Crane Co. 1998 Restricted Stock
Award Plan (the "Plan").

      In connection with such 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 By-Laws 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.

      4.    The Crane Co. 1998 Restricted Stock Award
Plan.

           5.                          The forms of
           Restricted Stock Agreement under the  Plan.

      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
matters 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 1,000,000 shares of Common Stock of the
            Registrant authorized for issuance under
            the Plan have been duly authorized, and
            such shares, when issued by the Registrant
            in accordance with the terms and conditions
            of the Plan, will be validly issued, fully
            paid, nonassessable and, subject to the
            provisions of the Plan and the various
            Restricted Stock Agreements with respect to
            the lapse of restrictions thereon, freely
            transferable.

      The undersigned owns 30,727 shares of the
Registrant's Common Stock, including 30,300 restricted
shares, and holds options for 42,500 shares of Common
Stock 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 under the caption "Legal Opinion" in
any prospectus materials to be used in connection
therewith.

                                       Very truly
yours,

                                       /s/ Augustus I.
duPont
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in
this Registration Statement of Crane Co. on Form S-8
related to the Crane Co. 1998 Restricted Stock Award
Plan of our reports dated January 21, 1998, appearing
in and incorporated by reference in the Annual Report
on Form 10-K of Crane Co. for the year ended December
31, 1997 and to the reference to us under the heading
"Experts" in the Prospectus which is part of this
Registration Statement.

/s/ Deloitte & Touche LLP
Stamford, Connecticut
April 20, 1998