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        (I.R.S. Employer
organization)                                          Identification No.)



                            100 First Stamford Place
                           Stamford, Connecticut 06902
                    (Address of principal executive offices)

                       CRANE CO. 2004 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)



                                       1
<PAGE>


                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Title of                   Amount to      Proposed      Proposed      Amount of
securities                     be          maximum       maximum    registration
to be registered          registered(1)    offering     aggregate        fee
                                            price        offering
                                          per share       price
--------------------------------------------------------------------------------
Common Stock, par value     4,500,000     $32.725(3)   $147,262,500   $18,659
$1.00 per share(2)
--------------------------------------------------------------------------------

     (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").

     (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) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(C).  The fee is  calculated  on the basis of the average of
the high and low trading prices for the  Registrant's  Common Stock on April 23,
2004, as reported on the New York Stock Exchange Composite Tape.




                                       2
<PAGE>



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, 2003 (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,  2003.

     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. 2004 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


                                       3
<PAGE>


Counsel  and  Secretary  of the  Registrant.  As of April 5,  2004,  Mr.  duPont
beneficially  owned  61,901  shares of the  Registrant's  Common  Stock and held
options to purchase  329,234 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



                                       4
<PAGE>


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 or by any change in
the Company's  Certificate of Incorporation  or By-Laws.

     Item 7. Exemption from Registration Claimed.

        None.




                                       5
<PAGE>


     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).


   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




                                       6
<PAGE>

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.





                                       7
<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Stamford, State of Connecticut,  on this xxth day of
April, 2004.

                                      CRANE CO.


                                      By: /s/ Eric C. Fast
                                          ----------------------------
                                          Eric C. Fast
                                     President, Chief Executive Officer
                                     and Acting Chief Financial Officer


     We,  the  undersigned  directors  and  officers  of Crane  Co.,  do  hereby
constitute and appoint  Augustus I. duPont,  Thomas J. Ungerland and Christopher
Dee, or any 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 any 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 any 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                  Chairman of the Board and        April 26, 2004
---------------------------      a Director
R. S. Evans

/s/ Eric C. Fast                 President, Chief Executive       April 26, 2004
---------------------------      Officer, Acting Chief Financial
Eric C. Fast                     Officer and a Director (Principal
                                 Executive Officer and Financial
                                 Officer

/s/ J. A. Nano                   Vice President, Controller       April 26, 2004
---------------------------      (Principal Accounting Officer)
J. A. Nano




                                       8
<PAGE>


Signature                        Capacity                               Date
---------                        --------                               ----

/s/ E. Thayer Bigelow, Jr.
---------------------------
E. Thayer Bigelow, Jr.           Director                         April 26, 2004

/s/ Karen E. Dykstra
---------------------------
Karen E. Dykstra                 Director                         April 26, 2004

/s/ Richard S. Forte
---------------------------
Richard S. Forte                 Director                         April 26, 2004

/s/ Dorsey R. Gardner
---------------------------
Dorsey R. Gardner                Director                         April 26, 2004

/s/ Jean Gaulin
---------------------------
Jean Gaulin                      Director                         April 26, 2004

/s/ William E. Lipner
---------------------------
William E. Lipner                Director                         April 26, 2004

/s/ Dwight C. Minton
---------------------------
Dwight C. Minton                 Director                         April 26, 2004

/s/ Charles J. Queenan, Jr.
---------------------------
Charles J. Queenan, Jr.          Director                         April 26, 2004

/s/ James L. L. Tullis
---------------------------
James L. L. Tullis               Director                         April 26, 2004



                                       9
<PAGE>


                                  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).

  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).



                                       10
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20777}]
{"company-data": {"conformed-name": "CRANE CO /DE/", "cik": "0000025445", "assigned-sic": "3490", "irs-number": "131952290", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114849", "film-number": "04754148"}, "business-address": {"street1": "CRANE CO.", "street2": "100 FIRST STAMFORD PLACE", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "203-363-7300"}, "mail-address": {"street1": "CRANE CO.", "street2": "100 FIRST STAMFORD PLACE", "city": "STAMFORD", "state": "CT", "zip": "06902"}}
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        (I.R.S. Employer
organization)                                          Identification No.)

                            100 First Stamford Place
                           Stamford, Connecticut 06902
                    (Address of principal executive offices)

                       CRANE CO. 2004 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)

                                       1
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Title of                   Amount to      Proposed      Proposed      Amount of
securities                     be          maximum       maximum    registration
to be registered          registered(1)    offering     aggregate        fee
                                            price        offering
                                          per share       price
--------------------------------------------------------------------------------
Common Stock, par value     4,500,000     $32.725(3)   $147,262,500   $18,659
$1.00 per share(2)
--------------------------------------------------------------------------------

     (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").

     (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) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(C).  The fee is  calculated  on the basis of the average of
the high and low trading prices for the  Registrant's  Common Stock on April 23,
2004, as reported on the New York Stock Exchange Composite Tape.

                                       2
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, 2003 (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,  2003.

     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. 2004 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

                                       3
Counsel  and  Secretary  of the  Registrant.  As of April 5,  2004,  Mr.  duPont
beneficially  owned  61,901  shares of the  Registrant's  Common  Stock and held
options to purchase  329,234 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

                                       4
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 or by any change in
the Company's  Certificate of Incorporation  or By-Laws.

     Item 7. Exemption from Registration Claimed.

        None.

                                       5
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).

   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

                                       6
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.

                                       7
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Stamford, State of Connecticut,  on this xxth day of
April, 2004.

                                      CRANE CO.

                                      By: /s/ Eric C. Fast
                                          ----------------------------
                                          Eric C. Fast
                                     President, Chief Executive Officer
                                     and Acting Chief Financial Officer

     We,  the  undersigned  directors  and  officers  of Crane  Co.,  do  hereby
constitute and appoint  Augustus I. duPont,  Thomas J. Ungerland and Christopher
Dee, or any 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 any 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 any 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                  Chairman of the Board and        April 26, 2004
---------------------------      a Director
R. S. Evans

/s/ Eric C. Fast                 President, Chief Executive       April 26, 2004
---------------------------      Officer, Acting Chief Financial
Eric C. Fast                     Officer and a Director (Principal
                                 Executive Officer and Financial
                                 Officer

/s/ J. A. Nano                   Vice President, Controller       April 26, 2004
---------------------------      (Principal Accounting Officer)
J. A. Nano

                                       8
Signature                        Capacity                               Date
---------                        --------                               ----

/s/ E. Thayer Bigelow, Jr.
---------------------------
E. Thayer Bigelow, Jr.           Director                         April 26, 2004

/s/ Karen E. Dykstra
---------------------------
Karen E. Dykstra                 Director                         April 26, 2004

/s/ Richard S. Forte
---------------------------
Richard S. Forte                 Director                         April 26, 2004

/s/ Dorsey R. Gardner
---------------------------
Dorsey R. Gardner                Director                         April 26, 2004

/s/ Jean Gaulin
---------------------------
Jean Gaulin                      Director                         April 26, 2004

/s/ William E. Lipner
---------------------------
William E. Lipner                Director                         April 26, 2004

/s/ Dwight C. Minton
---------------------------
Dwight C. Minton                 Director                         April 26, 2004

/s/ Charles J. Queenan, Jr.
---------------------------
Charles J. Queenan, Jr.          Director                         April 26, 2004

/s/ James L. L. Tullis
---------------------------
James L. L. Tullis               Director                         April 26, 2004

                                       9
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).

  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).

                                       10