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


                            100 FIRST STAMFORD PLACE
                           STAMFORD, CONNECTICUT 06902
                    (Address of principal executive offices)


                       CRANE CO. 2007 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)

<TABLE>
<CAPTION>

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

==========================================================================================================
        TITLE OF                     AMOUNT TO BE      PROPOSED          PROPOSED         AMOUNT OF
       SECURITIES                   REGISTERED (1)      MAXIMUM          MAXIMUM         REGISTRATION
    TO BE REGISTERED                                 OFFERING PRICE      AGGREGATE           FEE
                                                       PER SHARE       OFFERING PRICE
----------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00        2,404,219        $40.965(4)      $98,488,831.34     $3,023.61 (5)
per share (2)
                                     595,781 (3)
==========================================================================================================

</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) 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) In  accordance  with  Instruction E of Form S-8, in addition to the
2,404,219  new  shares   of  the  Registrant's  common  stock  being  registered
hereunder,   the  Registrant  hereby  carries  forward,  and  this  Registration
Statement  shall be  deemed to apply to,  595,781    shares of the  Registrant's
common stock previously registered, but not used, under a Registration Statement
on Form S-8 (File No. 333-114849) filed by the Registrant on April 26, 2004 (the
"2004  Plan  Registration  Statement")  registering  shares of the  Registrant's
common stock to be offered under the Registrant's  2004 Stock Incentive Plan. In
conjunction with the filing of this  Registration  Statement,  the Registrant is
filing a  Post-Effective  Amendment  to the  2004  Plan  Registration  Statement
acknowledging the transfer of shares to this Registration Statement.


<PAGE>

         (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
April 16, 2007, as reported on the New York Stock Exchange Composite Tape.

         (5) Aggregate registration fees of $18,659 were paid in connection with
the  shares of the  Registrant's  common  stock  registered  under the 2004 Plan
Registration Statement.
--------------------------------------------------------------------------------

<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, 2006, as filed on March 1, 2007 (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, 2006.

          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 2007
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 April 23,
2007, Mr. duPont  beneficially  owned 85,626 shares of the  Registrant's  common
stock and held options to purchase  400,112  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

                                     II - 1



<PAGE>

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:

      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 April 3,  2001
                    (incorporated  by reference to Exhibit 3 to the Registrant's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    2005).

         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.

                                     II - 3

<PAGE>

                    (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 23rd day of
April, 2007.


                   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(s) indicated:

<TABLE>
<CAPTION>
<S>                                      <C>                                               <C>


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

/s/ R. S. Evans                         Chairman of the Board and a Director                  April 23, 2007
------------------------------------
R. S. Evans

/s/ E. C. Fast                          President, Chief Executive Officer and a Director     April 23, 2007
------------------------------------
E. C. Fast

/s/ J. R. Vipond                        Vice President, Finance and Chief Financial Officer   April 23, 2007
------------------------------------    (Principal Financial Officer)
J. R. Vipond

/s/ J. A. Nano                          Vice President, Controller (Principal                 April 23, 2007
------------------------------------    Accounting Officer)
J. A. Nano


                                     II - 5
<PAGE>



/s/ E. T. Bigelow, Jr.                            Director                                    April 23, 2007
------------------------------------
E. T. Bigelow, Jr.

/s/ D. G. Cook                                    Director                                    April 23, 2007
------------------------------------
D. G. Cook

                                                  Director
------------------------------------
K. E. Dykstra

/s/ R. S. Forte                                   Director                                    April 23, 2007
------------------------------------
R. S. Forte

/s/ D. R. Gardner                                 Director                                    April 23, 2007
------------------------------------
D. R. Gardner

/s/ W. E. Lipner                                  Director                                    April 23, 2007
------------------------------------
W. E. Lipner

/s/ P. R. Lochner, Jr.                            Director                                    April 23, 2007
------------------------------------
P. R. Lochner, Jr.

/s/ C. J. Queenan, Jr.                            Director                                    April 23, 2007
------------------------------------
C. J. Queenan, Jr.

/s/ J. L. L. Tullis                               Director                                    April 23, 2007
------------------------------------
J. L. L. Tullis

/s/ R. F. McKenna                                 Director                                    April 23, 2007
------------------------------------
R. F. McKenna

</TABLE>

                                     II - 6

<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,  as  amended  on April 3,  2001
                    (incorporated  by reference to Exhibit 3 to the Registrant's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    2005).

         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).



                                     II - 7
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "CRANE CO.", "secsgml_size_bytes": 23366}]
{"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": "333-142305", "film-number": "07782403"}, "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 of             (I.R.S. Employer Identification No.)
incorporation or organization)

                            100 FIRST STAMFORD PLACE
                           STAMFORD, CONNECTICUT 06902
                    (Address of principal executive offices)

                       CRANE CO. 2007 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                     AMOUNT TO BE      PROPOSED          PROPOSED         AMOUNT OF
       SECURITIES                   REGISTERED (1)      MAXIMUM          MAXIMUM         REGISTRATION
    TO BE REGISTERED                                 OFFERING PRICE      AGGREGATE           FEE
                                                       PER SHARE       OFFERING PRICE
----------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00        2,404,219        $40.965(4)      $98,488,831.34     $3,023.61 (5)
per share (2)
                                     595,781 (3)
==========================================================================================================
(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) 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) In  accordance  with  Instruction E of Form S-8, in addition to the
2,404,219  new  shares   of  the  Registrant's  common  stock  being  registered
hereunder,   the  Registrant  hereby  carries  forward,  and  this  Registration
Statement  shall be  deemed to apply to,  595,781    shares of the  Registrant's
common stock previously registered, but not used, under a Registration Statement
on Form S-8 (File No. 333-114849) filed by the Registrant on April 26, 2004 (the
"2004  Plan  Registration  Statement")  registering  shares of the  Registrant's
common stock to be offered under the Registrant's  2004 Stock Incentive Plan. In
conjunction with the filing of this  Registration  Statement,  the Registrant is
filing a  Post-Effective  Amendment  to the  2004  Plan  Registration  Statement
acknowledging the transfer of shares to this Registration Statement.
(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
April 16, 2007, as reported on the New York Stock Exchange Composite Tape.

         (5) Aggregate registration fees of $18,659 were paid in connection with
the  shares of the  Registrant's  common  stock  registered  under the 2004 Plan
Registration Statement.
--------------------------------------------------------------------------------
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, 2006, as filed on March 1, 2007 (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, 2006.

          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 2007
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 April 23,
2007, Mr. duPont  beneficially  owned 85,626 shares of the  Registrant's  common
stock and held options to purchase  400,112  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

                                     II - 1
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 April 3,  2001
                    (incorporated  by reference to Exhibit 3 to the Registrant's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    2005).

         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.

                                     II - 3
(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 23rd day of
April, 2007.

                   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(s) indicated:
Signature                                    Capacity                                      Date
        ---------                                    --------                                      ----

/s/ R. S. Evans                         Chairman of the Board and a Director                  April 23, 2007
------------------------------------
R. S. Evans

/s/ E. C. Fast                          President, Chief Executive Officer and a Director     April 23, 2007
------------------------------------
E. C. Fast

/s/ J. R. Vipond                        Vice President, Finance and Chief Financial Officer   April 23, 2007
------------------------------------    (Principal Financial Officer)
J. R. Vipond

/s/ J. A. Nano                          Vice President, Controller (Principal                 April 23, 2007
------------------------------------    Accounting Officer)
J. A. Nano

                                     II - 5
/s/ E. T. Bigelow, Jr.                            Director                                    April 23, 2007
------------------------------------
E. T. Bigelow, Jr.

/s/ D. G. Cook                                    Director                                    April 23, 2007
------------------------------------
D. G. Cook

                                                  Director
------------------------------------
K. E. Dykstra

/s/ R. S. Forte                                   Director                                    April 23, 2007
------------------------------------
R. S. Forte

/s/ D. R. Gardner                                 Director                                    April 23, 2007
------------------------------------
D. R. Gardner

/s/ W. E. Lipner                                  Director                                    April 23, 2007
------------------------------------
W. E. Lipner

/s/ P. R. Lochner, Jr.                            Director                                    April 23, 2007
------------------------------------
P. R. Lochner, Jr.

/s/ C. J. Queenan, Jr.                            Director                                    April 23, 2007
------------------------------------
C. J. Queenan, Jr.

/s/ J. L. L. Tullis                               Director                                    April 23, 2007
------------------------------------
J. L. L. Tullis

/s/ R. F. McKenna                                 Director                                    April 23, 2007
------------------------------------
R. F. McKenna
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 April 3,  2001
                    (incorporated  by reference to Exhibit 3 to the Registrant's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    2005).

         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).

                                     II - 7