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<TITLE>Form S-8
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 <P ALIGN=RIGHT>                                                                               Registration No. 333-______
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<P ALIGN="CENTER"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT SIZE=2>WASHINGTON, D.C. 20549</FONT></B></P>

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<P ALIGN="CENTER"><FONT SIZE=4><B>FORM S-8</B></FONT></P>

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<P ALIGN="CENTER"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B></P>

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<P ALIGN="CENTER"><FONT SIZE=4><B>CRANE CO.</B></FONT><BR>
<FONT SIZE=1>(Exact name of registrant as specified in its charter)</FONT></P>


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     <TD WIDTH="65%" ALIGN="LEFT"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delaware</B></TD>
     <TD WIDTH="35%" ALIGN="LEFT"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13-1952290</B></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT SIZE=1>(State or other jurisdiction of incorporation or organization)</FONT></TD>
     <TD ALIGN="LEFT"><FONT SIZE=1>(I.R.S. Employer Identification No.)</FONT></TD></TR>
</TABLE>


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<P ALIGN="CENTER"><FONT SIZE=2><B>100 First Stamford Place<BR>
Stamford, Connecticut 06902</B></FONT><BR>
<FONT SIZE=1>(Address of principal executive offices)</FONT></P>


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<P ALIGN="CENTER"><B>CRANE CO. 2001 STOCK INCENTIVE PLAN</B><BR>
<FONT SIZE=1> (Full title of the plan)</FONT></P>


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<P ALIGN="CENTER"><FONT SIZE=2><B>Augustus I. duPont<BR>
Vice President, General Counsel and Secretary<BR>
Crane Co.<BR>
100 First Stamford Place<BR>
Stamford, Connecticut 06902</B></FONT><BR>
<FONT SIZE=1>(Name and address of agent for service)</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B>(203) 363-7300</B></FONT><BR>
<FONT SIZE=1>(Telephone number, including area code, of agent for service)</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B>CALCULATION OF REGISTRATION FEE</B></FONT></P>

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<TR VALIGN="TOP">
     <TH>Title of<BR>securities<BR>to be registered<BR></TH>
     <TH>Amount to be<BR>registered(1)</TH>
     <TH>Proposed maximum<BR>offering price<BR>per share</TH>
     <TH>Proposed maximum<BR>aggregate<BR>offering price</TH>
     <TH>Amount of<BR>registration<BR>fee</TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="35%" ALIGN="LEFT">Common Stock, par value<BR>$1.00 per share(2)</TD>
     <TD WIDTH="18%" ALIGN="CENTER">450,000<BR>2,550,000</TD>
     <TD WIDTH="15%" ALIGN="CENTER">$26.95(3)<BR>$30.20(4)</TD>
     <TD WIDTH="18%" ALIGN="CENTER">$12,127,500<BR>$77,010,000</TD>
     <TD WIDTH="14%" ALIGN="CENTER">$22,285</TD></TR>
</TABLE>



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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) This
Registration Statement also registers additional securities to be offered or issued upon
adjustment or changes made to the registered securities by reason of any stock splits,
stock dividends or similar transactions as permitted by Rule 416(a) and Rule 416(b) under
the Securities Act of 1933, as amended (the "Securities Act").  The shares of Common Stock
offered by the resale prospectus included in this Registration Statement also include
3,610,584 shares registered under Registration Statement Nos. 33-59389 (filed May 17,
1995), 33-59399 (filed May 17, 1995), 33-36735 (filed June 26, 1996), 333-50487 (filed
April 20, 1998) and 333-50489 (filed April 20, 1998), each of which is included in such
prospectus under Rule 429. </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) Includes
preferred stock purchase rights.  Prior to the occurrence of certain events, the preferred
stock purchase rights will not be evidenced separately from the common stock. </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) Based on
the exercise price of the options in respect of which the shares may be issued, in
accordance with Rule 457(h) under the Securities Act. </P>


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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The
fee is calculated on the basis of the average of the high and low trading prices for the
Registrant's Common Stock on June 15, 2001, as reported on the New York Stock Exchange
Composite Tape. Aggregate registration fees of $73,566 were paid in connection with the
shares of Common Stock registered under Registration Statement Nos. 33-59389, 33-59399,
33-36735, 333-50487and 333-50489. </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. Stock Option Plan, the Crane Co. 1998 Stock Option Plan, the
Crane Co. Restricted Stock Award Plan, the Crane Co. 1998 Restricted Stock Award Program
and the Crane Co. 2001 Stock Incentive Plan.  Pursuant to Rule 429 of the Securities Act
of 1933, as amended, the prospectus covering securities registered pursuant to this
Registration Statement also relate to the shares of Crane's Common Stock covered by
Registration Statement Nos. 33-59389, 33-59399, 33-36735, 333-50487 and 333-50489. </P>

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<P ALIGN="CENTER">PROSPECTUS</P>

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<P ALIGN="CENTER">3,673,311 SHARES </P>

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<P ALIGN="CENTER">CRANE CO.<BR>Common Stock<BR>Par Value $1.00 Per Share </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
prospectus covers a total of 3,673,311 shares of our common stock that may be sold from
time to time by nine persons who acquired the shares pursuant to awards under the Crane Co.
Stock Option Plan, the Crane Co. 1998 Stock Option Plan, the Crane Co. Restricted Stock
Award Plan, the Crane Co. 1998 Restricted Stock Award Plan and the Crane Co. 2001 Stock
Incentive Plan (the "Plans"). </P>


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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common
stock is listed and traded on the New York Stock Exchange.  The last reported sale price
of our common stock on the New York Stock Exchange on June 21, 2001 was $30.18 per share. </P>

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<P ALIGN="CENTER">NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR<BR> ANY STATE SECURITIES
COMMISSION HAS APPROVED OR <BR>DISAPPROVED THESE SECURITIES
OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.<BR>
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. </P>


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<P ALIGN="CENTER">The date of this prospectus is June 22, 2001. </P>

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<P ALIGN="CENTER">TABLE OF CONTENTS </P>

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     <TH></TH>
     <TH></TH></TR>
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     <TD WIDTH="98%" ALIGN="LEFT">Where You Can Find More Information</TD>
     <TD WIDTH="2%" ALIGN="RIGHT">1&nbsp;</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">Forward-Looking Information</TD>
     <TD ALIGN="RIGHT">1&nbsp;</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">Information Incorporated by Reference</TD>
     <TD ALIGN="RIGHT">1&nbsp;</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">About Crane
</TD>
     <TD ALIGN="RIGHT">2&nbsp;</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">Use of Proceeds</TD>
     <TD ALIGN="RIGHT">2&nbsp;</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">Selling Shareholders</TD>
     <TD ALIGN="RIGHT">2&nbsp;</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">Plan of Distribution</TD>
     <TD ALIGN="RIGHT">3&nbsp;</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">Experts</TD>
     <TD ALIGN="RIGHT">4&nbsp;</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">Indemnification</TD>
     <TD ALIGN="RIGHT">4&nbsp;</TD></TR>
</TABLE>

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<P ALIGN="CENTER">WHERE YOU CAN FIND MORE INFORMATION </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We file
annual, quarterly and current reports and other information with the SEC.  You may access
and read our SEC filings, including the complete registration statement and all of the
exhibits to it, through the SEC's Internet site at www.sec.gov.  This site contains
reports, proxy and information statements and other information regarding issuers that
file electronically with the SEC. You may also read and copy any document we file at the
SEC's public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public reference
room.  Our filings are also available at the offices of the New York Stock Exchange, 20
Broad Street, New York, NY 10005. </P>

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<P ALIGN="CENTER">FORWARD-LOOKING INFORMATION </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
prospectus contains information about us, some of which is incorporated by reference from
other documents.  Our information includes "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are
statements other than historical information or statements about our current condition.
You can identify some forward-looking statements by the use of terms such as "believes," "contemplates," "expects," "may,"
"will," "could," "should," "would," or
"anticipates," other similar phrases or the negatives of these terms. </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have based
the forward-looking statements relating to our operations on our current expectations,
estimates and projections about ourselves and the markets we serve.  We caution you that
these statements are not guarantees of future performance and involve risks and
uncertainties.  In addition, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate.  Accordingly, our actual
outcomes and results may differ materially from what we have expressed or forecast in the
forward-looking statements.  Any differences could result from a variety of factors,
including the following: </P>
<UL>
<LI>Fluctuations in domestic and international business cycles generally and in end markets for our products
         such as aerospace, transportation, hydrocarbon and chemical processing and commercial construction;
<BR><BR></LI>
<LI>Competitive pressures, including the need for technology improvement, successful new product development
         and introduction, continued cost reductions, and any inability to pass increased costs of raw materials
         to customers;<BR><BR></LI>

<LI> Economic instability, currency fluctuation and other risks of doing business outside of the U.S.;<BR><BR></LI>

<LI>        Our ongoing need to attract and retain highly qualified personnel and key management; and
<BR><BR></LI>
<LI>       Our ability to successfully value and integrate acquired businesses.
<BR><BR></LI>
        <LI> Additional information concerning risk factors that could affect our businesses and results of
operations are set forth in our Annual Report on Form 10-K, which has been filed with the SEC.<BR><BR></LI>
</UL>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additional
information concerning risk factors that could affect our businesses and results of
operations are set forth in our Annual Report on Form 10-K, which has been filed with the
SEC. </P>

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<P ALIGN="CENTER">INFORMATION INCORPORATED BY REFERENCE </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted
by SEC rules, the registration statement contains exhibits and other information that are
not contained in this prospectus.  Our descriptions in this prospectus of the provisions
of documents filed as exhibits to the registration statement or otherwise filed with the
SEC are only summaries of the documents' material terms.  If you want a complete
description of the content of the documents, you should obtain the documents yourself by
following the procedures described above. </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC
allows us to "incorporate by reference" the information we file with them, which means
that we can disclose important information to you by referring you directly to those
documents.  The information </P>

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<P ALIGN="LEFT">incorporated by reference is considered to be part of this prospectus.  In
addition, information we file with the SEC in the future will automatically update and
supersede information contained in this prospectus and any accompanying prospectus
supplement.  We incorporate by reference the documents listed below and any future filings
made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until all of the securities offered under this prospectus are sold:  </P>


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     <TD WIDTH="5%" ALIGN="LEFT">1.</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="90%" ALIGN="LEFT">Our Annual Report on Form 10-K for the fiscal year ended
                                  December 31, 2000 (File No. 1-1657).</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">2.</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
  <TD ALIGN="LEFT">Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001
                  (File No. 1-1657).</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">3.</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">All other reports filed by us pursuant to Section 13(a)
                      or 15(d) of the Securities Exchange Act of 1934 since December 31, 2000.</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">4.</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">The description of our common stock contained in the Registration
                      Statement on Form 8-A filed under Section 12(b) of the Securities Exchange Act
                       of 1934, including all amendments and reports updating such description.</TD></TR>
</TABLE>


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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may
request a free copy of these filings, other than exhibits, unless the exhibits are
specifically incorporated by reference into those documents, by writing or telephoning us
at the following address: Crane Co., 100 First Stamford Place, Stamford, CT 06902,
Attention: Corporate Secretary; (203) 363-7300.  </P>

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<P ALIGN="CENTER">ABOUT CRANE </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Crane is a
diversified manufacturer of engineered industrial products.  Founded in 1855, Crane and
its subsidiaries employ over 9,000 people in North America, Europe, Asia and Australia.
Our 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.  Our principal
executive office is located at 100 First Stamford Place, Stamford, Connecticut 06902.  Our
telephone number is (203) 363-7300. </P>

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<P ALIGN="CENTER">USE OF PROCEEDS </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not
receive any of the proceeds from the sale of the shares offered under this prospectus. </P>

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<P ALIGN="CENTER">SELLING SHAREHOLDERS </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the
shares offered under this prospectus are being offered for the account of the individuals
identified in the following table, who may from time to time sell the shares covered by
this prospectus.  All of the shares were acquired pursuant to grants of restricted stock
or upon exercise of options granted under the Plans.  Each of the individuals listed in
the following table is an executive officer or a director (or both) of Crane.  The
following table sets forth with respect to each selling shareholder his name and title,
the number of shares of common stock owned by him as of May 31, 2001, the number of
shares subject to options or forfeiture or resale restrictions as of May 31, 2001 and the
maximum number of shares to be offered under this prospectus. </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
information contained in the following table is subject to amendment pursuant to Rule
424(b) of the Securities Act. </P>

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<TR VALIGN="TOP">
     <TD ALIGN=LEFT><FONT SIZE=2>Selling Shareholder/Title</FONT></TD>
     <TD ALIGN=LEFT><FONT SIZE=2>Shares Owned as of 5/31/01 (1)</FONT></TD>
     <TD ALIGN=LEFT><FONT SIZE=2>Shares Subject to Unexercised Options or Forfeiture or Resale Restrictions
         as of 5/31/01</FONT></TD>
     <TD ALIGN=LEFT><FONT SIZE=2>Maximum Shares to be Offered Under this Prospectus (2)</FONT></TD>
     <TD ALIGN=LEFT><FONT SIZE=2>Shares to be Owned After Completion of the Offering and Percentage
of Ownership (if greater than 1%)</FONT></TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT SIZE=2>R. S. Evans<BR>Chairman of the Board</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>2,323,519</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>1,325,316</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>1,653,735</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>1,995,100 (3.3%)</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT SIZE=2>E. C. Fast<BR>President &amp; Chief Financial Officer</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>90,570</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>832,561</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>843,131</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>80,000</FONT></TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT SIZE=2>G. A. Dickoff<BR>Treasurer</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>35,402</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>118,645</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>118,645</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>35,402</FONT></TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT SIZE=2>A. I. duPont<BR>Vice President, General Counsel &amp; Secretary</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>225</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>337,074</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>337,074</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>225</FONT></TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT SIZE=2>B. L. Ellis<BR>Vice President &amp; Chief Information Officer</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>1,000</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>135,490</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>135,490</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>1,000</FONT></TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT SIZE=2>E. M. Kopczick<BR>Vice President-Human Resources</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>0</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>48,573</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>48,573</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>0</FONT></TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT SIZE=2>T. M. Noonan<BR>Vice President, Controller &amp; Chief Tax Officer</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>18</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>145,214</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>145,214</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>18</FONT></TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT SIZE=2>A .D. Pantaleoni<BR>Vice President - Health Safety &amp; Environmental</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>33,100</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>100,700</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>100,700</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>33,100</FONT></TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT SIZE=2>M. L. Raithel<BR>Vice President - Finance &amp; CFO</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>201,699</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>290,749</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>290,749</FONT></TD>
     <TD ALIGN="RIGHT"><FONT SIZE=2>201,699</FONT></TD></TR>


</TABLE>
<BR><BR>

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<TR VALIGN="TOP">
     <TH></TH>
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<TR VALIGN="TOP">
     <TD WIDTH="10%" ALIGN="LEFT">(1)</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="85%" ALIGN="LEFT">Does not include unexercised options or restricted shares of
         common stock awarded under the Plans, which were subject to forfeiture or resale restrictions as of May 31, 2001.</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">(2)</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">Includes unexercised options and restricted shares of common stock
     subject to forfeiture or resale restrictions as of May 31, 2001 as well as shares of
     common stock previously acquired upon exercise of options or lapse of restrictions (generally five years from date of grant) in accordance with the terms of the Plans.</TD></TR>
</TABLE>
<BR>

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<P ALIGN="CENTER">PLAN OF DISTRIBUTION </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling
shareholders may sell their shares pursuant to this prospectus from time to time or at
one time.  Sales are subject to restrictions on transfer under the Plans.  Whether such
sales will be made and the timing and amount of any sales is left to the discretion of
each selling shareholder. </P>

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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An individual
selling shares under this prospectus may sell his shares: </P>

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     <TD WIDTH="15%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="5" ALIGN="LEFT">&#149;</TD>
     <TD WIDTH="80%" ALIGN="LEFT">on one or more stock exchanges</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&#149;</TD>
     <TD ALIGN="LEFT">directly to a purchaser in a negotiated transaction</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&#149;</TD>
     <TD ALIGN="LEFT">by or through dealers or brokers</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&#149;</TD>
     <TD ALIGN="LEFT">in ordinary brokerage transactions or in brokerage transactions in which the broker solicits purchasers</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&#149;</TD>
     <TD ALIGN="LEFT">in block trades in which the broker will sell the shares as agent but may position and resell a
                    portion of the block as principal</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&#149;</TD>
     <TD ALIGN="LEFT">in transactions in which a broker buys shares for resale for his own account</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&#149;</TD>
     <TD ALIGN="LEFT">through underwriters or agents, or</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&#149;</TD>
     <TD ALIGN="LEFT">in any combination of these methods.</TD></TR>
</TABLE>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any brokers,
dealers, underwriters or agents may arrange for others to participate in the transactions
described above 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 shareholder from any sale of shares </P>

<HR NOSHADE SIZE=5>
<BR>


<!-- MARKER FORMAT-SHEET="Para Flush" -->
<P ALIGN="LEFT">under this prospectus will equal the selling price of the shares less any
fees or commissions paid to brokers and any expenses paid by the selling shareholder.  If
required at the time that a particular offer 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 or dealers involved in the offering and any discounts, commissions,
concessions or other items that may be considered compensation paid by the selling
shareholder.  We may agree to indemnify any brokers, dealers, underwriters, or agents
against certain civil liabilities, including liabilities under the Securities Act.  </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 them 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. </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have
agreed to supply selling shareholders under this prospectus with reasonable quantities of
prospectuses and each selling shareholder is responsible for complying with the
prospectus delivery requirements of Section 5(b)(2) of the Securities Act with respect to
sales made by him. </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 any selling shareholders under this prospectus will sell any or all
of his shares.  Any shareholder covered by this prospectus may transfer, devise or gift
shares by other means not described herein. </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We 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 covered
by this prospectus, other than certain underwriting discounts and selling commissions and
fees and expenses, if any, of counsel or other advisors retained by any selling
shareholder. </P>

<!-- MARKER FORMAT-SHEET="Paragraph Center" -->
<P ALIGN="CENTER">EXPERTS </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
consolidated financial statements incorporated in this prospectus by reference from our
Annual Report on Form 10-K for the year ended December 31, 2000 have been audited by
Deloitte &amp; Touche LLP, independent auditors, as stated in their report, which is also
incorporated herein by reference, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in accounting and auditing. </P>

<!-- MARKER FORMAT-SHEET="Paragraph Center" -->
<P ALIGN="CENTER">INDEMNIFICATION </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 breach 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
Crane's Certificate of Incorporation provides that the personal liability of directors of
Crane is eliminated to the fullest extent permitted by Section 102(b)(7) of the DGCL. </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Section
145 of the DGCL, a Delaware 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 being a director or
officer of the corporation if it is determined that the director or the officer acted in
accordance with the applicable standard of conduct set forth in such statutory provision.
Article X of Crane's By-Laws provides that Crane will indemnify </P>


<HR NOSHADE SIZE=5>
<BR>


<!-- MARKER FORMAT-SHEET="Para Flush" -->
<P ALIGN="LEFT">any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding by reason of the fact
that he is or was an authorized representative of Crane, against all expenses (including
attorneys' fees) and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted in
accordance with the standard of conduct set forth in Article X. Article X further permits
Crane 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 Crane would have the power to indemnify such person
against such liability under Article X.  Crane maintains standard policies of insurance
under which coverage is provided (a) to its directors and officers against loss arising
from claims made by reason by breach of duty or other wrongful act and (b) to Crane with
respect to payments which may be made by Crane to such officers and directors pursuant to
the above indemnification provisions or otherwise as a matter of law.  </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Crane has
entered into agreements with each of its directors and officers pursuant to which Crane
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 Director's
and Officers' liability insurance on behalf of such indemnified persons unless, in the
business judgment of the Board of Directors of Crane, 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
Crane is jointly liable with the indemnified person Crane 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, Crane and the indemnified person.
Such rights cannot be modified, except as required by law, by any change in Crane's
Certificate of Incorporation or By-Laws. </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
indemnification described in the preceding paragraphs may include indemnification against
liabilities arising under the Securities Act.  In so far as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers, or
persons controlling Crane pursuant to the foregoing provisions, Crane 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. </P>


<HR NOSHADE SIZE=5>
<BR>


<!-- MARKER FORMAT-SHEET="Para Flush Bold" -->
<P ALIGN="LEFT"><B>PART II</B></P>

<!-- MARKER FORMAT-SHEET="Head Center" -->
<P ALIGN="CENTER"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></P>

<!-- MARKER FORMAT-SHEET="Para 5 Bold" -->
<P ALIGN="LEFT"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Incorporation of Documents by
Reference. </B></P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following
documents filed by the Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference into this Registration Statement: </P>

<!-- MARKER FORMAT-SHEET="Para In 2" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File
No. 1-1657).  </P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para In 2" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (File No.
1-1657). </P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para In 2" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange
Act since December 31, 2001. </P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para In 2" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
description of the Registrant's Common Stock contained in the Registrant's Registration
Statement on Form 8-A filed under Section 12(b) of the Exchange Act, including all
amendments and reports updating such description. </P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para In 2" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
documents filed by the Registrant 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 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. 2001 Stock
Incentive Plan meeting the requirements of Section 10(a) of the Securities Act. </P></TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Para 5 Bold" -->
<P ALIGN="LEFT"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Description of Securities.</B></P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The class of
securities to be offered under this Registration Statement is registered under Section 12
of the Exchange Act. </P>


<!-- MARKER FORMAT-SHEET="Para 5 Bold" -->
<P ALIGN="LEFT"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Interests of Named Experts and
Counsel</B></P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The legality
of the Common Stock to which this Registration Statement relates has been passed upon for
the Registrant by Augustus I. duPont, Vice President, General Counsel and Secretary of
the Registrant.  As of May 31, 2001, Mr. duPont beneficially owned 59,160 shares of the
Registrant's Common Stock and held options to purchase 279,234 shares of the Registrant's
Common Stock. </P>

<!-- MARKER FORMAT-SHEET="Para 5 Bold" -->
<P ALIGN="LEFT"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Indemnification of Directors and
Officers.</B></P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 </P>

<HR NOSHADE SIZE=5>
<BR>



<!-- MARKER FORMAT-SHEET="Para Flush" -->
<P ALIGN="LEFT">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.  </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 is threatened to be made a party 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 amounts paid in
settlement actually and reasonably incurred by such person in connection with such
action, suit or proceeding if it is determined that he acted in accordance with the
applicable standard of conduct set forth in Article X.  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 Article X. </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </P>


<!-- MARKER FORMAT-SHEET="Para 5 Bold" -->
<P ALIGN="LEFT"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Exemption from Registration
Claimed.</B></P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None. </P>



<HR NOSHADE SIZE=5>
<BR>




<!-- MARKER FORMAT-SHEET="Para 5 Bold" -->
<P ALIGN="LEFT"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Exhibits.</B></P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following
exhibits are filed herewith or incorporated by reference as part of this Registration
Statement: </P>



<TABLE CELLPADDING="5" CELLSPACING="0" BORDER="0" WIDTH="600">
<TR VALIGN="TOP">
     <TH><U>Exhibit No.</U></TH>
     <TH><U>Description</U></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="15%" ALIGN="CENTER">4.1</TD>
     <TD WIDTH="85%" ALIGN="LEFT">Certificate of Incorporation of the Registrant
        (incorporated by reference to Exhibit 3A to the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1999.)</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="CENTER">4.2</TD>
     <TD ALIGN="LEFT">By-Laws of the Registrant (incorporated by reference to Exhibit 3(ii) to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001).</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="CENTER">4.3</TD>
     <TD ALIGN="LEFT">Crane Co. 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10(a) to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001).</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="CENTER">5.1</TD>
     <TD ALIGN="LEFT">Opinion of Augustus I. duPont, Esq. regarding the legality of the shares being
registered hereunder (filed herewith).</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="CENTER">23.1</TD>
     <TD ALIGN="LEFT">Consent of Deloitte &amp; Touche LLP (filed herewith).</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="CENTER">23.2</TD>
     <TD ALIGN="LEFT">Consent of Augustus I. duPont, Esq. (included in the Opinion filed as Exhibit 5.1).</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="CENTER">24.1</TD>
     <TD ALIGN="LEFT">Power of Attorney (set forth on the signature page of this Registration Statement).</TD></TR>
</TABLE>


<!-- MARKER FORMAT-SHEET="Para 5 Bold" -->
<P ALIGN="LEFT"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Undertakings.</B></P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 The
undersigned Registrant hereby undertakes: </P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To file,
during any period in which offers of sales are being made, a post-effective amendment to
this Registration Statement: </P>

<!-- MARKER FORMAT-SHEET="Para In 3" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
include any prospectus required by Section 10(a)(3) of the Securities Act;  </P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para In 3" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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;  </P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para In 3" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement; </P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Flush" -->
<P ALIGN="LEFT">Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section </P>

<HR NOSHADE SIZE=5>
<BR>


<!-- MARKER FORMAT-SHEET="Para Flush" -->
<P ALIGN="LEFT">13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.  </P>

<!-- MARKER FORMAT-SHEET="Para In 3" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
That, for the purpose of determining any liability under the Securities Act, 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. </P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para In 3" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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. </P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para In 3" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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. </P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Paragraph Center" -->
<P ALIGN="CENTER">* * * </P>

<!-- MARKER FORMAT-SHEET="Para In 3" -->
<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">&nbsp;</TD>
     <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)
Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in
the Securities 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
Securities Act and will be governed by the final adjudication of such issue. </P></TD>
</TR>
</TABLE>
<BR>


<HR NOSHADE SIZE=5>
<BR>

<!-- MARKER FORMAT-SHEET="Head Center" -->
<P ALIGN="CENTER"><B>SIGNATURES</B></P>

<!-- MARKER FORMAT-SHEET="Para 10" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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, the State of
Connecticut, on this 22nd day of June, 2001. </P>


<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="600">
<TR VALIGN="TOP">
     <TH></TH>
     <TH></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="60%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="40%" ALIGN="LEFT">CRANE CO.</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">By: <U>/s/ Eric C. Fast&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">Eric C. Fast</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">President and Chief Executive Officer</TD></TR>
</TABLE>


<!-- MARKER FORMAT-SHEET="Para 5" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned directors and officers
of Crane Co., do hereby constitute and appoint Augustus I. duPont and Thomas J.
Ungerland, or either of them, our true and lawful attorneys and agents, to do any and all
acts and things in our name and on our behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem necessary
or advisable to enable said corporation to comply with the Securities Act and any rules,
regulations and requirements of the Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority to sign
for us or any of us in our names in the capacities indicated below, any and all
amendments (including post-effective amendments) hereto and we do hereby ratify and
confirm all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof. </P>

<!-- MARKER FORMAT-SHEET="Para 5" -->
<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the
Securities Act, this Registration Statement and the foregoing Power of Attorney have been
signed by the following persons in the capacities and on the date(s) indicated: </P>



<TABLE CELLPADDING="2" CELLSPACING="0" BORDER="0" WIDTH="600">
<TR VALIGN="TOP">
     <TH></TH>
     <TH></TH>
     <TH></TH></TR>

<TR VALIGN="TOP">
     <TD ALIGN="CENTER"><U>Signature</U></TD>
     <TD ALIGN="CENTER"><U>Capacity</U></TD>
     <TD ALIGN="CENTER"><U>Date</U></TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"></TD>
     <TD ALIGN="LEFT"></TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD WIDTH="30%" ALIGN="LEFT"><U>/s/ R. S. Evans&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>R. S. Evans</TD>
     <TD WIDTH="45%" ALIGN="LEFT">Chairman of the Board and a Director</TD>
     <TD WIDTH="25%" ALIGN="CENTER">June 22, 2001</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><U>/s/ Eric C. Fast&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>Eric C. Fast</TD>
     <TD ALIGN="LEFT">President, Chief Executive Officer and a Director</TD>
     <TD ALIGN="CENTER">June 22, 2001</TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><U>/s/ Thomas M. Noonan&nbsp;&nbsp;&nbsp;
&nbsp;</U><BR>Thomas M. Noonan</TD>
     <TD ALIGN="LEFT">Vice President, Controller and Chief Tax Officer (Principal Accounting Officer)</TD>
     <TD ALIGN="CENTER">June 22, 2001</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><U>/s/ Michael L. Raithel&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>Michael L. Raithel</TD>
     <TD ALIGN="LEFT">Vice President - Finance and Chief Financial Officer (Principal Financial Officer)</TD>
     <TD ALIGN="CENTER">June 22, 2001</TD></TR>

</TABLE>


<HR NOSHADE SIZE=5>
<BR><BR>

<TABLE CELLPADDING="2" CELLSPACING="3" BORDER="0" WIDTH="600">
<TR VALIGN="TOP">
     <TH></TH>
     <TH></TH>
     <TH></TH></TR>


<TR VALIGN="TOP">
     <TD WIDTH="30%" ALIGN="LEFT"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
     <TD WIDTH="45%"ALIGN="LEFT">Director</TD>
     <TD WIDTH="25%"ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">E. Thayer Bigelow, Jr.</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;</U></TD>
     <TD ALIGN="LEFT">Director</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">Richard S. Fort&eacute;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
     <TD ALIGN="LEFT"></TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><U>/s/ Dorsey R. Gardner&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;</U><BR>Dorsey R. Gardner</TD>
     <TD ALIGN="LEFT">Director</TD>
     <TD ALIGN="CENTER">June 22, 2001</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
     <TD ALIGN="LEFT">Director</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">Jean Gaulin</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>


<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
     <TD ALIGN="LEFT"></TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><U>/s/ William E. Lipner&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;</U><BR>William E. Lipner</TD>
     <TD ALIGN="LEFT">Director</TD>
     <TD ALIGN="CENTER">June 22, 2001</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
     <TD ALIGN="LEFT"></TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><U>/s/ Dwight C. Minton&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;</U><BR>Dwight C. Minton</TD>
     <TD ALIGN="LEFT">Director</TD>
     <TD ALIGN="CENTER">June 22, 2001</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
     <TD ALIGN="LEFT"></TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><U>/s/ Charles J. Queenan, Jr.</U><BR>Charles J. Queenan, Jr.</TD>
     <TD ALIGN="LEFT">Director</TD>
     <TD ALIGN="CENTER">June 22, 2001</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
     <TD ALIGN="LEFT">Director</TD>
     <TD ALIGN="LEFT">&nbsp;</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="LEFT">James L. L. Tullis</TD></TR>


</TABLE>
<BR><BR>
<HR NOSHADE SIZE=5>

<P ALIGN=CENTER><B>                 EXHIBIT INDEX   </B>


<TABLE CELLPADDING="0" CELLSPACING="15" BORDER="0" WIDTH="600">
<TR VALIGN="TOP">
     <TH><U>Exhibit No.</U></TH>
     <TH><U>Description</U></TH></TR>

<TR VALIGN="TOP">
     <TD WIDTH="20%" ALIGN="CENTER">4.1</TD>
     <TD WIDTH="80%" ALIGN="LEFT">Certificate of Incorporation of the Registrant (incorporated by
                           reference to Exhibit 3A to the Registrant's Annual Report on Form
                           10-K for the year ended December 31, 1999).</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="CENTER">4.2</TD>
     <TD ALIGN="LEFT">By-Laws of the Registrant (incorporated by reference to Exhibit 3(ii)
                           to the Registrant's Quarterly Report on Form 10-Q for the quarter
                           ended March 31, 2001).</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="CENTER">4.3</TD>
     <TD ALIGN="LEFT">Crane Co. 2001 Stock Incentive Plan (incorporated by reference to
                           Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for
                           the quarter ended March 31, 2001).</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="CENTER">5.1</TD>
     <TD ALIGN="LEFT">Opinion of Augustus I. duPont, Esq. regarding the legality of the
                       shares being registered hereunder (filed herewith).</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="CENTER">23.1</TD>
     <TD ALIGN="LEFT">Consent of Deloitte &amp; Touche LLP (filed herewith).</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="CENTER">23.2</TD>
     <TD ALIGN="LEFT">Consent of Augustus I. duPont, Esq. (included in the Opinion filed as<BR>
Exhibit 5.1).</TD></TR>

<TR VALIGN="TOP">
     <TD ALIGN="CENTER">24.1</TD>
     <TD ALIGN="LEFT">Power of Attorney (set forth on the signature page of this Registration
Statement).</TD></TR>
</TABLE>

<BR><BR>
<HR NOSHADE SIZE=5>



</BODY>
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Form S-8
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 incorporation or organization)
(I.R.S. Employer Identification No.)
100 First Stamford Place
Stamford, Connecticut 06902
(Address of principal executive offices)
CRANE CO. 2001 STOCK INCENTIVE PLAN
(Full title of the plan)
Augustus I. duPont
Vice President, General Counsel and Secretary
Crane Co.
100 First Stamford Place
Stamford, Connecticut 06902
(Name and address of agent for service)
(203) 363-7300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
securities
to be registered
Amount to be
registered(1)
Proposed maximum
offering price
per share
Proposed maximum
aggregate
offering price
Amount of
registration
fee
Common Stock, par value
$1.00 per share(2)
450,000
2,550,000
$26.95(3)
$30.20(4)
$12,127,500
$77,010,000
$22,285
(1) This
Registration Statement also registers additional securities to be offered or issued upon
adjustment or changes made to the registered securities by reason of any stock splits,
stock dividends or similar transactions as permitted by Rule 416(a) and Rule 416(b) under
the Securities Act of 1933, as amended (the "Securities Act").  The shares of Common Stock
offered by the resale prospectus included in this Registration Statement also include
3,610,584 shares registered under Registration Statement Nos. 33-59389 (filed May 17,
1995), 33-59399 (filed May 17, 1995), 33-36735 (filed June 26, 1996), 333-50487 (filed
April 20, 1998) and 333-50489 (filed April 20, 1998), each of which is included in such
prospectus under Rule 429.
(2) Includes
preferred stock purchase rights.  Prior to the occurrence of certain events, the preferred
stock purchase rights will not be evidenced separately from the common stock.
(3) Based on
the exercise price of the options in respect of which the shares may be issued, in
accordance with Rule 457(h) under the Securities Act.
(4) Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The
fee is calculated on the basis of the average of the high and low trading prices for the
Registrant's Common Stock on June 15, 2001, as reported on the New York Stock Exchange
Composite Tape. Aggregate registration fees of $73,566 were paid in connection with the
shares of Common Stock registered under Registration Statement Nos. 33-59389, 33-59399,
33-36735, 333-50487and 333-50489.
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. Stock Option Plan, the Crane Co. 1998 Stock Option Plan, the
Crane Co. Restricted Stock Award Plan, the Crane Co. 1998 Restricted Stock Award Program
and the Crane Co. 2001 Stock Incentive Plan.  Pursuant to Rule 429 of the Securities Act
of 1933, as amended, the prospectus covering securities registered pursuant to this
Registration Statement also relate to the shares of Crane's Common Stock covered by
Registration Statement Nos. 33-59389, 33-59399, 33-36735, 333-50487 and 333-50489.
PROSPECTUS
3,673,311 SHARES
CRANE CO.
Common Stock
Par Value $1.00 Per Share
This
prospectus covers a total of 3,673,311 shares of our common stock that may be sold from
time to time by nine persons who acquired the shares pursuant to awards under the Crane Co.
Stock Option Plan, the Crane Co. 1998 Stock Option Plan, the Crane Co. Restricted Stock
Award Plan, the Crane Co. 1998 Restricted Stock Award Plan and the Crane Co. 2001 Stock
Incentive Plan (the "Plans").
Our common
stock is listed and traded on the New York Stock Exchange.  The last reported sale price
of our common stock on the New York Stock Exchange on June 21, 2001 was $30.18 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES
COMMISSION HAS APPROVED OR
DISAPPROVED THESE SECURITIES
OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is June 22, 2001.
TABLE OF CONTENTS
Where You Can Find More Information
1
Forward-Looking Information
1
Information Incorporated by Reference
1
About Crane
2
Use of Proceeds
2
Selling Shareholders
2
Plan of Distribution
3
Experts
4
Indemnification
4
WHERE YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports and other information with the SEC.  You may access
and read our SEC filings, including the complete registration statement and all of the
exhibits to it, through the SEC's Internet site at www.sec.gov.  This site contains
reports, proxy and information statements and other information regarding issuers that
file electronically with the SEC. You may also read and copy any document we file at the
SEC's public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public reference
room.  Our filings are also available at the offices of the New York Stock Exchange, 20
Broad Street, New York, NY 10005.
FORWARD-LOOKING INFORMATION
This
prospectus contains information about us, some of which is incorporated by reference from
other documents.  Our information includes "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are
statements other than historical information or statements about our current condition.
You can identify some forward-looking statements by the use of terms such as "believes," "contemplates," "expects," "may,"
"will," "could," "should," "would," or
"anticipates," other similar phrases or the negatives of these terms.
We have based
the forward-looking statements relating to our operations on our current expectations,
estimates and projections about ourselves and the markets we serve.  We caution you that
these statements are not guarantees of future performance and involve risks and
uncertainties.  In addition, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate.  Accordingly, our actual
outcomes and results may differ materially from what we have expressed or forecast in the
forward-looking statements.  Any differences could result from a variety of factors,
including the following:
Fluctuations in domestic and international business cycles generally and in end markets for our products
         such as aerospace, transportation, hydrocarbon and chemical processing and commercial construction;
Competitive pressures, including the need for technology improvement, successful new product development
         and introduction, continued cost reductions, and any inability to pass increased costs of raw materials
         to customers;
Economic instability, currency fluctuation and other risks of doing business outside of the U.S.;
Our ongoing need to attract and retain highly qualified personnel and key management; and
Our ability to successfully value and integrate acquired businesses.
Additional information concerning risk factors that could affect our businesses and results of
operations are set forth in our Annual Report on Form 10-K, which has been filed with the SEC.
Additional
information concerning risk factors that could affect our businesses and results of
operations are set forth in our Annual Report on Form 10-K, which has been filed with the
SEC.
INFORMATION INCORPORATED BY REFERENCE
As permitted
by SEC rules, the registration statement contains exhibits and other information that are
not contained in this prospectus.  Our descriptions in this prospectus of the provisions
of documents filed as exhibits to the registration statement or otherwise filed with the
SEC are only summaries of the documents' material terms.  If you want a complete
description of the content of the documents, you should obtain the documents yourself by
following the procedures described above.
The SEC
allows us to "incorporate by reference" the information we file with them, which means
that we can disclose important information to you by referring you directly to those
documents.  The information
incorporated by reference is considered to be part of this prospectus.  In
addition, information we file with the SEC in the future will automatically update and
supersede information contained in this prospectus and any accompanying prospectus
supplement.  We incorporate by reference the documents listed below and any future filings
made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until all of the securities offered under this prospectus are sold:
1.
Our Annual Report on Form 10-K for the fiscal year ended
                                  December 31, 2000 (File No. 1-1657).
2.
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001
                  (File No. 1-1657).
3.
All other reports filed by us pursuant to Section 13(a)
                      or 15(d) of the Securities Exchange Act of 1934 since December 31, 2000.
4.
The description of our common stock contained in the Registration
                      Statement on Form 8-A filed under Section 12(b) of the Securities Exchange Act
                       of 1934, including all amendments and reports updating such description.
You may
request a free copy of these filings, other than exhibits, unless the exhibits are
specifically incorporated by reference into those documents, by writing or telephoning us
at the following address: Crane Co., 100 First Stamford Place, Stamford, CT 06902,
Attention: Corporate Secretary; (203) 363-7300.
ABOUT CRANE
Crane is a
diversified manufacturer of engineered industrial products.  Founded in 1855, Crane and
its subsidiaries employ over 9,000 people in North America, Europe, Asia and Australia.
Our 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.  Our principal
executive office is located at 100 First Stamford Place, Stamford, Connecticut 06902.  Our
telephone number is (203) 363-7300.
USE OF PROCEEDS
We will not
receive any of the proceeds from the sale of the shares offered under this prospectus.
SELLING SHAREHOLDERS
All of the
shares offered under this prospectus are being offered for the account of the individuals
identified in the following table, who may from time to time sell the shares covered by
this prospectus.  All of the shares were acquired pursuant to grants of restricted stock
or upon exercise of options granted under the Plans.  Each of the individuals listed in
the following table is an executive officer or a director (or both) of Crane.  The
following table sets forth with respect to each selling shareholder his name and title,
the number of shares of common stock owned by him as of May 31, 2001, the number of
shares subject to options or forfeiture or resale restrictions as of May 31, 2001 and the
maximum number of shares to be offered under this prospectus.
The
information contained in the following table is subject to amendment pursuant to Rule
424(b) of the Securities Act.
Selling Shareholder/Title
Shares Owned as of 5/31/01 (1)
Shares Subject to Unexercised Options or Forfeiture or Resale Restrictions
         as of 5/31/01
Maximum Shares to be Offered Under this Prospectus (2)
Shares to be Owned After Completion of the Offering and Percentage
of Ownership (if greater than 1%)
R. S. Evans
Chairman of the Board
2,323,519
1,325,316
1,653,735
1,995,100 (3.3%)
E. C. Fast
President & Chief Financial Officer
90,570
832,561
843,131
80,000
G. A. Dickoff
Treasurer
35,402
118,645
118,645
35,402
A. I. duPont
Vice President, General Counsel & Secretary
225
337,074
337,074
225
B. L. Ellis
Vice President & Chief Information Officer
1,000
135,490
135,490
1,000
E. M. Kopczick
Vice President-Human Resources
0
48,573
48,573
0
T. M. Noonan
Vice President, Controller & Chief Tax Officer
18
145,214
145,214
18
A .D. Pantaleoni
Vice President - Health Safety & Environmental
33,100
100,700
100,700
33,100
M. L. Raithel
Vice President - Finance & CFO
201,699
290,749
290,749
201,699
(1)
Does not include unexercised options or restricted shares of
         common stock awarded under the Plans, which were subject to forfeiture or resale restrictions as of May 31, 2001.
(2)
Includes unexercised options and restricted shares of common stock
     subject to forfeiture or resale restrictions as of May 31, 2001 as well as shares of
     common stock previously acquired upon exercise of options or lapse of restrictions (generally five years from date of grant) in accordance with the terms of the Plans.
PLAN OF DISTRIBUTION
The selling
shareholders may sell their shares pursuant to this prospectus from time to time or at
one time.  Sales are subject to restrictions on transfer under the Plans.  Whether such
sales will be made and the timing and amount of any sales is left to the discretion of
each selling shareholder.
An individual
selling shares under this prospectus may sell his shares:
•
on one or more stock exchanges
•
directly to a purchaser in a negotiated transaction
•
by or through dealers or brokers
•
in ordinary brokerage transactions or in brokerage transactions in which the broker solicits purchasers
•
in block trades in which the broker will sell the shares as agent but may position and resell a
                    portion of the block as principal
•
in transactions in which a broker buys shares for resale for his own account
•
through underwriters or agents, or
•
in any combination of these 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 the transactions
described above 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 shareholder from any sale of shares
under this prospectus will equal the selling price of the shares less any
fees or commissions paid to brokers and any expenses paid by the selling shareholder.  If
required at the time that a particular offer 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 or dealers involved in the offering and any discounts, commissions,
concessions or other items that may be considered compensation paid by the selling
shareholder.  We may agree to indemnify any 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 them 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.
We have
agreed to supply selling shareholders under this prospectus with reasonable quantities of
prospectuses and each selling shareholder is responsible for complying with the
prospectus delivery requirements of Section 5(b)(2) of the Securities Act with respect to
sales made by him.
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 any selling shareholders under this prospectus will sell any or all
of his shares.  Any shareholder covered by this prospectus may transfer, devise or gift
shares by other means not described herein.
We 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 covered
by this prospectus, other than certain underwriting discounts and selling commissions and
fees and expenses, if any, of counsel or other advisors retained by any selling
shareholder.
EXPERTS
The
consolidated financial statements incorporated in this prospectus by reference from our
Annual Report on Form 10-K for the year ended December 31, 2000 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is also
incorporated herein by reference, and have been so incorporated in reliance upon the
report 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 breach 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
Crane's Certificate of Incorporation provides that the personal liability of directors of
Crane is eliminated to the fullest extent permitted by Section 102(b)(7) of the DGCL.
Under Section
145 of the DGCL, a Delaware 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 being a director or
officer of the corporation if it is determined that the director or the officer acted in
accordance with the applicable standard of conduct set forth in such statutory provision.
Article X of Crane's By-Laws provides that Crane will indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding by reason of the fact
that he is or was an authorized representative of Crane, against all expenses (including
attorneys' fees) and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted in
accordance with the standard of conduct set forth in Article X. Article X further permits
Crane 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 Crane would have the power to indemnify such person
against such liability under Article X.  Crane maintains standard policies of insurance
under which coverage is provided (a) to its directors and officers against loss arising
from claims made by reason by breach of duty or other wrongful act and (b) to Crane with
respect to payments which may be made by Crane to such officers and directors pursuant to
the above indemnification provisions or otherwise as a matter of law.
Crane has
entered into agreements with each of its directors and officers pursuant to which Crane
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 Director's
and Officers' liability insurance on behalf of such indemnified persons unless, in the
business judgment of the Board of Directors of Crane, 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
Crane is jointly liable with the indemnified person Crane 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, Crane and the indemnified person.
Such rights cannot be modified, except as required by law, by any change in Crane's
Certificate of Incorporation or By-Laws.
The
indemnification described in the preceding paragraphs may include indemnification against
liabilities arising under the Securities Act.  In so far as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers, or
persons controlling Crane pursuant to the foregoing provisions, Crane 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 the Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference into this Registration Statement:
The
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File
No. 1-1657).
The
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (File No.
1-1657).
All
other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange
Act since December 31, 2001.
The
description of the Registrant's Common Stock contained in the Registrant's Registration
Statement on Form 8-A filed under Section 12(b) of the Exchange Act, including all
amendments and reports updating such description.
All
documents filed by the Registrant 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 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. 2001 Stock
Incentive Plan meeting the requirements of Section 10(a) of the Securities Act.
Item 4.           Description of Securities.
The class of
securities to be offered under this Registration Statement is registered under Section 12
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 Registrant by Augustus I. duPont, Vice President, General Counsel and Secretary of
the Registrant.  As of May 31, 2001, Mr. duPont beneficially owned 59,160 shares of the
Registrant's Common Stock and held options to purchase 279,234 shares of the Registrant'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 is threatened to be made a party 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 amounts paid in
settlement actually and reasonably incurred by such person in connection with such
action, suit or proceeding if it is determined that he acted in accordance with the
applicable standard of conduct set forth in Article X.  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 Article X.
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.
None.
Item 8.          
 Exhibits.
The following
exhibits are filed herewith or incorporated by reference as part of this Registration
Statement:
Exhibit No.
Description
4.1
Certificate of Incorporation of the Registrant
        (incorporated by reference to Exhibit 3A to the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1999.)
4.2
By-Laws of the Registrant (incorporated by reference to Exhibit 3(ii) to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001).
4.3
Crane Co. 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10(a) to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001).
5.1
Opinion of Augustus I. duPont, Esq. regarding the legality of the shares being
registered hereunder (filed herewith).
23.1
Consent of Deloitte & Touche LLP (filed herewith).
23.2
Consent of Augustus I. duPont, Esq. (included in the 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 of 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 or any material change to such
information in the Registration Statement;
Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2)     
That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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 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 Commission such indemnification is against public policy as expressed in
the Securities 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
Securities 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, the State of
Connecticut, on this 22nd day of June, 2001.
CRANE CO.
By:
/s/ Eric C. Fast
Eric C. Fast
President and Chief Executive Officer
We, the undersigned directors and officers
of Crane Co., do hereby constitute and appoint Augustus I. duPont and Thomas J.
Ungerland, or either of them, our true and lawful attorneys and agents, to do any and all
acts and things in our name and on our behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem necessary
or advisable to enable said corporation to comply with the Securities Act and any rules,
regulations and requirements of the Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority to sign
for us or any of us in our names in the capacities indicated below, any and all
amendments (including post-effective amendments) hereto and we do hereby ratify and
confirm all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act, this Registration Statement and the foregoing Power of Attorney have been
signed by the following persons in the capacities and on the date(s) indicated:
Signature
Capacity
Date
/s/ R. S. Evans
R. S. Evans
Chairman of the Board and a Director
June 22, 2001
/s/ Eric C. Fast
Eric C. Fast
President, Chief Executive Officer and a Director
June 22, 2001
/s/ Thomas M. Noonan
Thomas M. Noonan
Vice President, Controller and Chief Tax Officer (Principal Accounting Officer)
June 22, 2001
/s/ Michael L. Raithel
Michael L. Raithel
Vice President - Finance and Chief Financial Officer (Principal Financial Officer)
June 22, 2001
Director
E. Thayer Bigelow, Jr.
Director
Richard S. Forté
/s/ Dorsey R. Gardner
Dorsey R. Gardner
Director
June 22, 2001
Director
Jean Gaulin
/s/ William E. Lipner
William E. Lipner
Director
June 22, 2001
/s/ Dwight C. Minton
Dwight C. Minton
Director
June 22, 2001
/s/ Charles J. Queenan, Jr.
Charles J. Queenan, Jr.
Director
June 22, 2001
Director
James L. L. Tullis
EXHIBIT INDEX
Exhibit No.
Description
4.1
Certificate of Incorporation of the Registrant (incorporated by
                           reference to Exhibit 3A to the Registrant's Annual Report on Form
                           10-K for the year ended December 31, 1999).
4.2
By-Laws of the Registrant (incorporated by reference to Exhibit 3(ii)
                           to the Registrant's Quarterly Report on Form 10-Q for the quarter
                           ended March 31, 2001).
4.3
Crane Co. 2001 Stock Incentive Plan (incorporated by reference to
                           Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for
                           the quarter ended March 31, 2001).
5.1
Opinion of Augustus I. duPont, Esq. regarding the legality of the
                       shares being registered hereunder (filed herewith).
23.1
Consent of Deloitte & Touche LLP (filed herewith).
23.2
Consent of Augustus I. duPont, Esq. (included in the Opinion filed as
Exhibit 5.1).
24.1
Power of Attorney (set forth on the signature page of this Registration
Statement).