Registration No. 333-_______
-------------------------------------------------------------------------------

                       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                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)

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


             CRANE CO. 2009 NON-EMPLOYEE DIRECTOR COMPENSATION 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)


Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer or a non-accelerated  filer, or a smaller reporting  company.
See the  definitions  of "large  accelerated  filer",  "accelerated  filer"  and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer /X/                       Accelerated filer          / /
Non-accelerated filer   / / (Do not check if a    Smaller reporting company  / /
                             smaller reporting
                             company)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
                <S>                           <C>                    <C>                   <C>                    <C>

====================================== ==================== ===================== ====================== =====================
              Title of                    Amount to be        Proposed maximum      Proposed maximum          Amount of
             securities                  registered (1)        offering price           aggregate            registration
          to be registered                                     per share (2)         offering price              fee

-------------------------------------- -------------------- --------------------- ---------------------- ---------------------
Common Stock, par value $1.00 per            600,000              $19.205            $11,523,000           $642.98
share
====================================== ==================== ===================== ====================== =====================
</TABLE>

     (1) This Registration  Statement also registers additional securities to be
offered or issued upon  adjustments or changes made to 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)) 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 April 15,
2009, as reported on the New York Stock Exchange Composite Tape.



-------------------------------------------------------------------------------

<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 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 year ended December 31,
2008, as filed on February 25, 2009 (File No. 001-01657).

     All other  reports  filed by the  Registrant  pursuant to Section  13(a) or
15(d) of the Exchange Act since December 31, 2008.

     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 prospectuses relating to the Crane
Co.  2009  Stock  Incentive  Plan or the Crane Co.  2009  Non-Employee  Director
Compensation  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 April 20,
2009, Mr. duPont  beneficially owned 93,407 shares of the Registrant's  common
stock and held vested options to purchase  265,000 shares of the Registrant's
common stock.


                                      II-1


<PAGE>


Item 6.     Indemnification of Directors and Officers.

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

     Under  Section 145 of the DGCL,  a  corporation  has the power to indemnify
directors and officers under certain  prescribed  circumstances  and, subject to
certain  limitations,  against certain costs and expenses  including  attorneys'
fees,  actually and reasonably  incurred in connection with any action,  suit or
proceeding, whether civil, criminal,  administrative or investigative,  to which
any of them is a party by reason  of his  being a  director  or  officer  of the
corporation if it is determined  that he acted in accordance with the applicable
standard  of conduct  set forth in such  statutory  provision.  Article X of the
Company's By-Laws provides that the Company will indemnify any person who was or
is a party or 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.

     Not applicable.


                                      II-2

<PAGE>



Item 8.     Exhibits.

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


<TABLE>
<S>                                     <C>

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, as amended on January 26,
                     2009 (incorporated by reference to Exhibit 3.b to the
                     Registrant's Annual Report on Form 10-K for the year
                     ended December 31, 2008).

   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 Hamilton, Rabinovitz & Associates, Inc.
                     (filed herewith).

   23.3              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).
</TABLE>


Item 9.     Undertakings.

     (a) The undersigned Registrant hereby undertakes:

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

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

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

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement.


                                      II-3
<PAGE>

     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 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.

                                      II-4


<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 20th day of
April, 2009.


                                        CRANE CO.


                                        By: /s/ Eric C. Fast
                                           -------------------------------------
                                           Eric C. Fast
                                           President, Chief Executive Officer
                                           and a Director



     We,  the  undersigned  directors  and  officers  of Crane  Co.,  do  hereby
constitute  and appoint  Augustus I.  duPont and  Christopher  Dee, 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 indicated:

<TABLE>
             <S>                                       <C>                                <C>
          Signature                                 Capacity                             Date
          ---------                                 --------                             ----

/s/ R. S. Evans                            Chairman of the Board and a Director          April 20, 2009
------------------------------------
R. S. Evans

/s/ E. C. Fast                             President, Chief Executive Officer            April 20, 2009
------------------------------------       and a Director
E. C. Fast                                 Director


/s/ T. J. MacCarrick                       Vice President, Finance and Chief
------------------------------------       Chief Financial   Officer (Principal)         April 20, 2009
T. J. MacCarrick                           Financial Officer)

/s/ R. A. Maue                             Vice President, Controller (Principal         April 20, 2009
------------------------------------       Accounting Officer)
R. A. Maue


                                      II-5

<PAGE>



/s/ E. T. Bigelow                          Director                                      April 20, 2009
-----------------------------------
E. T. Bigelow

/s/ D. G. Cook                             Director                                      April 20, 2009
------------------------------
D. G. Cook

/s/ K. E. Dykstra                          Director                                      April 20, 2009
-----------------------------------
K. E. Dykstra

/s/ R. S. Forte                            Director                                      April 20, 2009
-----------------------------------
R. S. Forte

/s/ D. R. Gardner                          Director                                      April 20, 2009
-----------------------------------
D. R. Gardner

/s/ W. E. Lipner                           Director                                      April 20, 2009
-----------------------------------
W. E. Lipner

/s/ P. R. Lochner, Jr.                     Director                                      April 20, 2009
-----------------------------------
P. R. Lochner, Jr.

/s/ R. F. McKenna                          Director                                      April 20, 2009
-----------------------------------
R. F. McKenna

/s/ C. J. Queenan, Jr.                     Director                                      April 20, 2009
-----------------------------------
C. J. Queenan, Jr.

/s/ J. L. L. Tullis                       Director                                      April 20, 2009
-----------------------------------
J. L. L. Tullis
</TABLE>


                                      II-6

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
       <S>                                 <C>

   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, as amended on January 26,
                  2009 (incorporated by reference to Exhibit 3.b to the
                  Registrant's Annual Report on Form 10-K for the year
                  ended December 31, 2008).

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 Hamilton, Rabinovitz & Associates, Inc.
                  (filed herewith).

23.3              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).
</TABLE>



                                      II-7
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{"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": "333-158660", "film-number": "09759729"}, "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-_______
-------------------------------------------------------------------------------

                       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                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)

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

             CRANE CO. 2009 NON-EMPLOYEE DIRECTOR COMPENSATION 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)

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer or a non-accelerated  filer, or a smaller reporting  company.
See the  definitions  of "large  accelerated  filer",  "accelerated  filer"  and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer /X/                       Accelerated filer          / /
Non-accelerated filer   / / (Do not check if a    Smaller reporting company  / /
                             smaller reporting
                             company)

                         CALCULATION OF REGISTRATION FEE
====================================== ==================== ===================== ====================== =====================
              Title of                    Amount to be        Proposed maximum      Proposed maximum          Amount of
             securities                  registered (1)        offering price           aggregate            registration
          to be registered                                     per share (2)         offering price              fee

-------------------------------------- -------------------- --------------------- ---------------------- ---------------------
Common Stock, par value $1.00 per            600,000              $19.205            $11,523,000           $642.98
share
====================================== ==================== ===================== ====================== =====================
(1) This Registration  Statement also registers additional securities to be
offered or issued upon  adjustments or changes made to 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)) 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 April 15,
2009, as reported on the New York Stock Exchange Composite Tape.

-------------------------------------------------------------------------------
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 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 year ended December 31,
2008, as filed on February 25, 2009 (File No. 001-01657).

     All other  reports  filed by the  Registrant  pursuant to Section  13(a) or
15(d) of the Exchange Act since December 31, 2008.

     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 prospectuses relating to the Crane
Co.  2009  Stock  Incentive  Plan or the Crane Co.  2009  Non-Employee  Director
Compensation  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 April 20,
2009, Mr. duPont  beneficially owned 93,407 shares of the Registrant's  common
stock and held vested options to purchase  265,000 shares of the Registrant's
common stock.

                                      II-1
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.

     Not applicable.

                                      II-2
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, as amended on January 26,
                     2009 (incorporated by reference to Exhibit 3.b to the
                     Registrant's Annual Report on Form 10-K for the year
                     ended December 31, 2008).

   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 Hamilton, Rabinovitz & Associates, Inc.
                     (filed herewith).

   23.3              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 or sales are being made, a
post-effective amendment to this Registration Statement:

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

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

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement.

                                      II-3
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 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.

                                      II-4
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 20th day of
April, 2009.

                                        CRANE CO.

                                        By: /s/ Eric C. Fast
                                           -------------------------------------
                                           Eric C. Fast
                                           President, Chief Executive Officer
                                           and a Director

     We,  the  undersigned  directors  and  officers  of Crane  Co.,  do  hereby
constitute  and appoint  Augustus I.  duPont and  Christopher  Dee, 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 indicated:
Signature                                 Capacity                             Date
          ---------                                 --------                             ----

/s/ R. S. Evans                            Chairman of the Board and a Director          April 20, 2009
------------------------------------
R. S. Evans

/s/ E. C. Fast                             President, Chief Executive Officer            April 20, 2009
------------------------------------       and a Director
E. C. Fast                                 Director

/s/ T. J. MacCarrick                       Vice President, Finance and Chief
------------------------------------       Chief Financial   Officer (Principal)         April 20, 2009
T. J. MacCarrick                           Financial Officer)

/s/ R. A. Maue                             Vice President, Controller (Principal         April 20, 2009
------------------------------------       Accounting Officer)
R. A. Maue

                                      II-5
/s/ E. T. Bigelow                          Director                                      April 20, 2009
-----------------------------------
E. T. Bigelow

/s/ D. G. Cook                             Director                                      April 20, 2009
------------------------------
D. G. Cook

/s/ K. E. Dykstra                          Director                                      April 20, 2009
-----------------------------------
K. E. Dykstra

/s/ R. S. Forte                            Director                                      April 20, 2009
-----------------------------------
R. S. Forte

/s/ D. R. Gardner                          Director                                      April 20, 2009
-----------------------------------
D. R. Gardner

/s/ W. E. Lipner                           Director                                      April 20, 2009
-----------------------------------
W. E. Lipner

/s/ P. R. Lochner, Jr.                     Director                                      April 20, 2009
-----------------------------------
P. R. Lochner, Jr.

/s/ R. F. McKenna                          Director                                      April 20, 2009
-----------------------------------
R. F. McKenna

/s/ C. J. Queenan, Jr.                     Director                                      April 20, 2009
-----------------------------------
C. J. Queenan, Jr.

/s/ J. L. L. Tullis                       Director                                      April 20, 2009
-----------------------------------
J. L. L. Tullis
II-6
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, as amended on January 26,
                  2009 (incorporated by reference to Exhibit 3.b to the
                  Registrant's Annual Report on Form 10-K for the year
                  ended December 31, 2008).

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 Hamilton, Rabinovitz & Associates, Inc.
                  (filed herewith).

23.3              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).
II-7