UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION       SEC FILE NUMBER
                          Washington, D.C.  29549                1-5828     
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                                FORM 12b-25                   CUSIP NUMBER  
                        NOTIFICATION OF LATE FILING              144285   
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(Check One):    Form 10-K    Form 20-F  X Form 11-K    Form 10-Q    Form N-5AR
             --           --           --           --           --
          For Period Ended:     12/31/95     
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          [   ] Transition Report on Form 10-K
          [   ] Transition Report on Form 20-F
          [   ] Transition Report on Form 11-K
          [   ] Transition Report on Form 10-Q
          [   ] Transition Report on Form N-5AR
          For the Transition Period Ended:_______________________
            
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

______________________________________________________________________________

PART I - REGISTRATION INFORMATION

                       Carpenter Technology Corporation           
______________________________________________________________________________
Full Name of Registrant

______________________________________________________________________________
Former Name if Applicable

                            101 West Bern Street                  
______________________________________________________________________________
Address of Principal Executive Office (Street and Number)

                        Reading, Pennsylvania  19601              
______________________________________________________________________________
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable efforts or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check box if appropriate.)

    | (a)  The reasons described in reasonable detail in Part III of this
    |      form could not be eliminated without unreasonable effort or
    |      expense;
    | (b)  The subject annual report, semi-annual report, transaction report
    |      on Form 10-K, Form 20-F, Form 11-K, Form N-5AR, or portion
 X  |      thereof, will be filed on or before the fifteenth calendar day
- --- |      following the prescribed due date; or the subject quarterly report
    |      of transition report on Form 10-Q, or portion thereof will be
    |      filed on or before the fifth calendar day following the prescribed
    |      due date; and
    | (c)  The accountant's statement or other exhibit required by 
    |      Rule 12b-25(c) has been attached if applicable.
 
                                  Form 12b-25

PART III - NARRATIVE

Form 11-K could not be filed by the due date because adequate data for 
disclosure of details of company-directed funds was not available to 
complete the preparation and audit of the financial statements on a timely 
basis.

The registrant is developing this data and expects to file Form 11-K
during the week of July 8, 1996.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this 
     notification.

              Edward B. Bruno                610            208-3022
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                 (Name)                  (Area Code)    (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d)
     of the Securities Exchange Act of 1934 or Section 30 of the Investment 
     Company Act of 1940 during the preceding 12 months (or for such 
     shorter period that the registrant was required to file such reports)
     been filed?  If answer is no, identify report(s).

                                                        X Yes         No
                                                      ----        ----

(3)  It is anticipated that any significant change in results of operations
     from corresponding period for the last fiscal year will be reflected 
     by the earnings statements to be included in the subject report or 
     portion thereof?

                                                          Yes      X  No
                                                      ----        ----

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a 
     reasonable estimate of the results cannot be made.

     _________________________________________________________________________

                         Carpenter Technology Corporation
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                   (Name of Registrant as Specified in Charter)

     has caused this notification to be signed on its behalf by the 
     undersigned hereunto duly authorized.

     Date      July 3, 1996           By    s/Edward B. Bruno, Controller
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                                              Edward B. Bruno, Controller