8-K/A

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                             FORM 8-K/A

                       AMENDMENT TO CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                          Amendment No. #1

        Amendment to Current Report on Form 8-K dated March 9, 1998
                    and filed on March 16, 1998



                      Carpenter Technology Corporation                   
    -------------------------------------------------------------
      (Exact Name of Registrant as specified in its charter)



      Delaware                     1-5828                   23-0458500       
- ------------------           ----------------         ------------------
(State of Incorporation)     (Commission File No.)    (IRS Employer I.D. No.)


        101 West Bern Street, Reading Pennsylvania, 19601
        -------------------------------------------------
             (Address of principal executive offices)


Registrant's telephone number, including area code:   (610) 208-2000

The Exhibit Index is located on Page 4 of 32



                           Page 1 of 32


The undersigned registrant hereby amends the following item of its Form 8-K
filed March 16, 1998, as set forth in the pages attached hereto to include as
Item 1 of the Exhibits the Underwriting Agreement dated March 10, 1998.


Item 7.   Financial Statements and Exhibits.
          ---------------------------------

     (a) and (b)  None.

     (c) Exhibits:

          Item 1.  Underwriting Agreement dated March 10, 1998.

          Item 99.  Press Release dated March 9, 1998.









                           Page 2 of 32



                            SIGNATURES
                            ----------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



Date: March 19, 1998                   CARPENTER TECHNOLOGY
                                       CORPORATION   (Registrant)



                                       By:   s/John R. Welty
                                           -----------------------------
                                           John R. Welty
                                           Vice President
                                           General Counsel and Secretary




                          Page 3 of 32

EX-99

                          EXHIBIT INDEX

                                                            Sequential
Exhibit                  Description                        Page Number
- -------                  -----------                        -----------

Item 1       Underwriting Agreement dated March 10, 1998          5
Item 99      Press release dated March 9, 1998                   32











                          Page 4 of 32
 

EX-1

                CARPENTER TECHNOLOGY CORPORATION
                                
                3,162,500 Shares of Common Stock
                    (par value $5 per share)
                                
                     UNDERWRITING AGREEMENT
                                
                                
                                                   March 10, 1998
J.P. Morgan Securities Inc.
Credit Suisse First Boston Corporation
Bear, Stearns & Co. Inc.
PaineWebber Incorporated
As Representatives of the several  
  underwriters listed in Schedule I hereto
c/o J.P. Morgan Securities Inc.
      60 Wall Street
      New York, New York  10260

Ladies and Gentlemen:

     Carpenter Technology Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell to the several Underwriters listed in Schedule I
hereto (collectively, the "Underwriters"), for whom you are acting as
representatives (the "Representatives"), an aggregate of 3,162,500 shares of
Common Stock, par value $5 per share (the "Common Stock"), of the Company (the
"Shares").  Each outstanding share of Common Stock and each share of Common
Stock that will become outstanding between June 26, 1986 and the earliest of the
Distribution Date, the Expiration Date and the Final Expiration Date (as such
terms are defined in the Right Agreement (as defined)) has attached thereto
rights (the "Rights") to purchase from the Company one share of Common Stock at
a price of $145 per share, subject to adjustment.  The Rights have been issued
pursuant to a Restated Rights Agreement dated as of May 11, 1989, and as
amended as of April 23, 1996 (the "Rights Agreement") between the Company and
First Chicago Trust Company of New York, as successor rights agent thereunder.

     The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Securities Act"), a registration 
statement (file number 333-44757) on Form S-3, including a preliminary
prospectus, relating to the registration of Common Stock and debt securities
(collectively, the "Shelf Securities") to be issued from time to time by the
Company.  The Company also has filed with, or proposes to file with, the
Commission pursuant to Rule 424 under the Securities Act a prospectus
supplement specifically relating to the Shares.  The registration statement
as amended to the date of this Agreement is hereinafter referred to as the
"Registration Statement" and the related prospectus covering the Shelf
Securities in the form first used to confirm sales of the Shares is hereinafter
referred to as the "Basic Prospectus". The Basic Prospectus as supplemented by
the prospectus supplement specifically relating to the Shares in the form first
used to confirm sales of the Shares is hereinafter referred to as the
"Prospectus".  If the Company has filed an abbreviated registration statement
pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration
Statement"), then any reference herein to the term "Registration Statement"
shall be deemed to include such Rule 462 Registration Statement.  Any reference
in this Agreement to the Registration Statement, the Basic Prospectus, any
preliminary form of Prospectus (a "preliminary prospectus") previously filed
with the Commission pursuant to Rule 424 or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 under the Securities Act which were filed under the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Exchange Act") on or before the
date of this Agreement or the date of the Basic Prospectus, any preliminary
prospectus or the Prospectus, as the case may be; and any reference to "amend",
"amendment" or "supplement" with respect to the Registration Statement, the
Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed
to refer to and include any documents filed under the Exchange Act after the
date of this Agreement, or the date of the Basic Prospectus, any preliminary
prospectus or the Prospectus, as the case may be, which are deemed to be
incorporated by reference therein.

     The Company hereby agrees with the Underwriters as follows:

     1.   The Company agrees to issue and sell the Shares to the several
Underwriters as hereinafter provided, and each Underwriter, upon the basis of
the representations and warranties herein contained, but subject to the
conditions hereinafter stated, agrees to purchase, severally and not jointly,
from the Company the respective number of Shares set forth opposite such
Underwriter's name in Schedule I hereto at a purchase price per share of
$ 45.8995 (the "Purchase Price").

     2.   The Company understands that the Underwriters intend (i) to make a
public offering of the Shares and (ii) initially to offer the Shares upon the
terms set forth in the Prospectus.

     3.   Payment for the Shares shall be made to the Company by wire transfer
in immediately available funds to the account specified by the Company to the
Representatives, in the case of the Shares, on March 13, 1998, or at such other
time on the same or such other date, not later than the fifth Business Day
thereafter, as the Representatives and the Company may agree upon in writing.
The time and date of such payment for the Shares is referred to herein as the
"Closing Date".  As used herein, the term "Business Day" means any day other
than a day on which banks are permitted or required to be closed in New York
City.

     Payment for the Shares to be purchased on the Closing Date shall be made
against delivery to the Representatives for the respective accounts of the
several Underwriters of the Shares to be purchased on such date registered in
such names and in such denominations as the Representatives shall request in
writing not later than two full Business Days prior to the Closing Date with any
transfer taxes payable in connection with the transfer to the Underwriters of
the Shares duly paid by the Company.  The certificates for the Shares will be
made available for inspection and packaging by the Representatives at the office
of J.P. Morgan Securities Inc. set forth above not later than 1:00 P.M., New
York City time, on the Business Day prior to the Closing Date.

     4.   The Company represents and warrants to each Underwriter that:

         (a)  no order preventing or suspending the use of any preliminary
prospectus has been issued by the Commission, and each preliminary prospectus
filed as part of the Registration Statement as originally filed or as part of
any amendment thereto, or filed pursuant to Rule 424 under the Securities Act,
complied when so filed in all material respects with the Securities Act, and did
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
provided that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information relating
to any Underwriter furnished to the Company in writing by such Underwriter
through the Representatives expressly for use therein;

         (b)  (i) the Registration Statement has been declared effective by the
Commission under the Securities Act; (ii) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceeding
for that purpose has been instituted or, to the knowledge of the Company,
threatened by the Commission; (iii) the Registration Statement and Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) comply, or will comply, as the case may be, in all
material respects with the Securities Act and do not and will not, as of the
applicable effective date as to the Registration Statement and any amendment
thereto and as of the date of the Prospectus and any amendment or supplement
thereto, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (iv) the Prospectus, as amended or supplemented, if
applicable, at the Closing Date, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; except that the foregoing representations and warranties shall not
apply to statements or omissions in the Registration Statement or the Prospectus
made in reliance upon and in conformity with information relating to any
Underwriter furnished to the Company in writing by such Underwriter through the
Representatives expressly for use therein;

         (c)  the documents incorporated by reference in the Prospectus, when
they were filed with the Commission, conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and none
of such documents contained an untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and any further
documents so filed and incorporated by reference in the Prospectus, when such
documents are filed with the Commission, will conform in all material respects
to the requirements of the Exchange Act, and will not contain an untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading;

         (d)  Coopers & Lybrand L.L.P., the accounting firm that certified
certain financial statements of the Company and its subsidiaries, and Price
Waterhouse LLP, the accounting firm that certified certain financial statements
of each of Talley Industries, Inc. and Dynamet Incorporated and their respective
subsidiaries, are each independent public accountants as required by the
Securities Act;

         (e)  the financial statements, and the related notes thereto, included
or incorporated by reference in the Registration Statement and the Prospectus
present fairly the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates indicated and the results of their
operations and changes in their consolidated cash flows for the periods
specified; said financial statements have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis, and the
supporting schedules included or incorporated by reference in the Registration
Statement present fairly the information required to be stated therein; and the
pro forma financial information, and the related notes thereto, included or
incorporated by reference in the Registration Statement and the Prospectus has
been prepared in accordance with the applicable requirements of the Securities
Act and the Exchange Act, as applicable, and is based upon good faith estimates
and assumptions believed by the Company to be reasonable;

         (f)  since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been any change in the
capital stock or long-term debt of the Company or any of its subsidiaries, or
any material adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, business, prospects,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Prospectus; and except as set forth or contemplated in
the Prospectus, neither the Company nor any of its subsidiaries has entered into
any transaction or agreement (whether or not in the ordinary course of business)
material to the Company and its subsidiaries, taken as a whole;

         (g)  the Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorization;
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences;

         (h)  the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own its properties and conduct its business as
described in the Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, other than where the
failure to be so qualified or in good standing would not have a material adverse
effect on the general affairs, business, prospects, management, financial
position, stockholders' equity or results of operations (a "Material Adverse
Effect") of the Company and its subsidiaries, taken as a whole;

         (i)  each of the Company's subsidiaries has been duly incorporated and
is validly existing as a corporation under the laws of its jurisdiction of
incorporation, with corporate power and authority to own its properties and
conduct its business as described in the Prospectus, and has been duly qualified
as a foreign corporation for the transaction of business and is in good standing
under the laws of each jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, other than where the
failure to be so qualified or in good standing would not have a Material Adverse
Effect on the Company and its subsidiaries, taken as a whole; and all the
outstanding shares of capital stock of each subsidiary of the Company have been
duly authorized and validly issued, are fully-paid and non-assessable, and
(except, in the case of foreign subsidiaries, for directors' qualifying shares)
are owned by the Company, directly or indirectly, free and clear of all liens,
encumbrances, security interests and claims;

         (j)  this Agreement has been duly authorized, executed and delivered by
the Company;

         (k)  the Company has an authorized capitalization as set forth in the
Prospectus and such authorized capital stock conforms as to legal matters to the
description thereof set forth and incorporated by reference in the Prospectus,
and all of the outstanding shares of capital stock of the Company have been duly
authorized and validly issued, are fully paid and non-assessable and are not
subject to any preemptive or similar rights; and, except as described in or
expressly contemplated by the Prospectus, there are no outstanding rights
(including, without limitation, preemptive rights), warrants or options to
acquire, or instruments convertible into or exchangeable for, any shares of
capital stock or other equity interest in the Company or any of its
subsidiaries, or any contract, commitment, agreement, understanding or
arrangement of any kind relating to the issuance of any capital stock of the
Company or any such subsidiary, any such convertible or exchangeable securities
or any such rights, warrants or options; the Rights Agreement has been duly
authorized, executed and delivered by the Company; the Rights outstanding
thereunder have been duly authorized; and the description of the Rights
Agreement and the Rights set forth in the Registration Statement and the Basic
Prospectus is accurate in all material respects;

         (l)  the Shares to be issued and sold by the Company hereunder have
been duly authorized, and, when issued and delivered to and paid for by the
Underwriters in accordance with the terms of this Agreement, will be duly issued
and will be fully paid and non-assessable and will conform in all material
respects to the descriptions thereof in the Prospectus; and the issuance of the
Shares is not subject to any preemptive or similar rights;

         (m)  (i)  neither the Company nor any of its subsidiaries is, or with
the giving of notice or lapse of time or both would be, in violation of or in
default under its Certificate of Incorporation or By-Laws or any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which it or any of
them or any of their respective properties is bound, except for violations and
defaults which individually and in the aggregate are not material to the Company
and its subsidiaries, taken as a whole; (ii) the issue and sale of the Shares
and the performance by the Company of its obligations under this Agreement and
the consummation of the transactions contemplated herein will not (A) conflict
with or result in a breach of any of the terms or provisions of, or constitute
a default under, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its subsidiaries is
a party or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject, or (B) result in any violation of the provisions of the Certificate of
Incorporation or the By-Laws of the Company or any applicable law or statute or
any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company, its subsidiaries or any of their respective
properties; and (iii) no consent, approval, authorization, order, license,
registration or qualification of or with any such court or governmental agency
or body is required for the consummation by the Company of the transactions
contemplated by this Agreement, except such consents, approvals, authorizations,
orders, licenses, registrations or qualifications as have been obtained under
the Securities Act and as may be required under state securities or Blue Sky
laws in connection with the purchase and distribution of the Shares by the
Underwriters;

          (n)  other than as set forth or contemplated in the Prospectus, there
are no legal or governmental investigations, actions, suits or proceedings
pending or, to the knowledge of the Company, threatened against or affecting the
Company or any of its subsidiaries or any of their respective properties or to
which the Company or any of its subsidiaries is or may be a party or to which
any property of the Company or any of its subsidiaries is or is reasonably
likely to be the subject which, if determined adversely to the Company or any
of its subsidiaries, could individually or in the aggregate have, or reasonably
be expected to have, a Material Adverse Effect on the Company and its
subsidiaries, taken as a whole, and, to the best of the Company's knowledge, no
such proceedings are threatened or contemplated by governmental authorities or
threatened by others; and there are no statutes, regulations, contracts or
other documents that are required to be described in the Registration Statement
or Prospectus or to be filed as exhibits to the Registration Statement that are
not described or filed as required;

          (o)  immediately after any sale of Shares by the Company hereunder,
the aggregate amount of Shares which have been issued and sold by the Company
hereunder and of any securities of the Company (other than the Shares) that
shall have been issued and sold pursuant to the Registration Statement will not
exceed the amount of securities registered under the Registration Statement;

          (p)  the Company and its subsidiaries have good and marketable title
in fee simple to all items of real property and good and marketable title to all
personal property owned by them, in each case free and clear of all liens,
encumbrances and defects except such as are described or referred to in the
Prospectus or such as do not materially affect the value of such property and do
not interfere with the use made or proposed to be made of such property by the
Company and its subsidiaries; and any real property and buildings held under
lease by the Company and its subsidiaries are held by them under valid, existing
and enforceable leases with such exceptions as are not material to the general
affairs, business, prospects, management, financial position, stockholders'
equity or results of operations of the Company and its subsidiaries, taken as a
whole and do not interfere with the use made or proposed to be made of such
property and buildings by the Company or its subsidiaries;

          (q)  no relationship, direct or indirect, exists between or among the
Company or any or its subsidiaries on the one hand, and the directors, officers,
stockholders, customers or suppliers of the Company or any of its subsidiaries
on the other hand, which is required by the Securities Act to be described in
the Registration Statement and the Prospectus which is not so described; 

          (r)  no person has the right to require the Company to register any
securities for offering and sale under the Securities Act by reason of the
filing of the Registration Statement with the Commission or, to the best
knowledge of the Company, the issue and sale of the Shares, except for the
following persons, each of whom has waived his or her registration rights in
connection with the offering of the Shares: Peter C. Rossin, Ada E. Rossin,
Peter N. Stephans, Joan R. Stephans, Joan R. Stephans and Ada E. Rossin as
trustees under the irrevocable deed of trust dated September 12, 1989 for the
benefit of Catherine Rossin Stephans, Joan R. Stephans and Ada E. Rossin as
trustees under the irrevocable deed of trust dated September 12, 1989 for the
benefit of Elizabeth Lee Stephans and the Peter C. And Ada E. Rossin Charitable
Remainder Unitrust;

          (s)  the Company is not and, after giving effect to the offering and
sale of the Shares, will not be an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");

          (t)  the Company and its subsidiaries have filed all federal, state,
local and foreign tax returns which have been required to be filed and have paid
all taxes shown thereon and all assessments received by them or any of them to
the extent that such taxes have become due and are not being contested in good
faith; and, except as disclosed in the Registration Statement and the
Prospectus, there is no material tax deficiency known to the Company which has
been or might reasonably be expected to be asserted or threatened against the
Company or any subsidiary;

          (u)  the Company has not taken nor will it take, directly or
indirectly, any action designed to, or that might be reasonably expected to,
cause or result in stabilization or manipulation of the price of the Common
Stock;

          (v)  each of the Company and its subsidiaries has obtained all
licenses, permits, certificates, consents, orders, approvals and other
authorizations from, and has made all declarations and filings with, all
federal, state, local and other governmental authorities (including foreign
regulatory agencies), all self-regulatory organizations and all courts and other
tribunals, domestic or foreign, necessary to own or lease, as the case may be,
and to operate its properties and to carry on its business as conducted as of
the date hereof, except where the failure to do so, individually or in the
aggregate, would not have a Material Adverse Effect on the Company and its
subsidiaries, taken as a whole, and neither the Company nor any such subsidiary
has received any actual notice of any proceeding relating to revocation or
modification of any such license, permit, certificate, consent, order, approval
or other authorization, except as described in the Registration Statement and
the Prospectus; and each of the Company and its subsidiaries is in compliance
with all laws and regulations relating to the conduct of its business as
conducted as of the date hereof, except where the failure to do so, individually
or in the aggregate, would not have a Material Adverse Effect on the Company and
its subsidiaries, taken as a whole;


          (w)  there are no existing or, to the best knowledge of the Company,
threatened labor disputes with the employees of the Company or any of its
subsidiaries which are likely to have a Material Adverse Effect on the Company
and its subsidiaries taken as a whole;

          (x)  to the best knowledge of the Company, the Company and its
subsidiaries (i) are in compliance with all applicable foreign, federal, state
and local laws and regulations relating to the protection of human health and
safety, the environment, natural resources and solid, hazardous or toxic
substances, materials or wastes, ("Environmental Laws"), (ii) have received all
permits, licenses or other approvals required of them under all applicable
Environmental Laws to conduct their respective businesses (collectively,
"Environmental Authorizations") and (iii) are in compliance with all terms and
conditions of any such Environmental Authorizations, except where such
noncompliance with Environmental Laws, failure to receive required Environmental
Authorizations or failure to comply with the terms and conditions of such
Environmental Authorizations would reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect on the Company and its
subsidiaries, taken as a whole;

          (y)  other than as disclosed in the Prospectus, to the best knowledge
of the Company, there are no (a) discharges, disposals or releases of any solid,
hazardous or toxic substances, materials or wastes (collectively, "Hazardous
Materials") present on, at, under or emanating from any of the properties
currently or formerly owned or leased by of the Company or any of its
subsidiaries, or their respective corporate predecessors in interest, or
(b) spills, releases, discharges or disposals of Hazardous Materials that have
occurred or are presently occurring from the properties of the Company as a
result of any construction on or operation and use of the properties of the
Company, which presence, discharge, disposal or release would reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect
on the Company and its subsidiaries, taken as a whole;

          (z)  in the ordinary course of its business, the Company conducts a
periodic review of the effect of current Environmental Laws on the business,
operations and properties of the Company and its subsidiaries, in the course of
which it seeks to identify and evaluate material costs and liabilities
associated with achieving and maintaining compliance with Environmental Laws,
and implementing and funding identified remediation liabilities.  On the basis
of such review, the Company has reasonably concluded that such identified costs
and liabilities would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect on the Company and its
subsidiaries, taken as a whole;

          (aa) each employee benefit plan, within the meaning of Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
that is maintained, administered or contributed to by the Company or any of its
affiliates for employees or former employees of the Company and its affiliates
has been maintained in all material respects in compliance with its terms and
the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Internal Revenue Code of 1986, as
amended ("Code").  No prohibited transaction, within the meaning of Section
406 of ERISA or Section 4975 of the Code, has occurred with respect to any such
plan excluding transactions effected pursuant to a statutory or administrative
exemption.  For each such plan which is subject to the funding rules of Section
412 of the Code or Section 302 of ERISA, no "accumulated funding deficiency" as
defined in Section 412 of the Code has been incurred, whether or not waived.
The aggregate fair market value of the assets of all such plans (excluding for
these purposes accrued but unpaid contributions) exceeded the present value of
all benefits accrued under all such plans determined using reasonable actuarial
assumptions;

          (bb) the statements set forth in the Basic Prospectus under the
caption "Description of Common Stock" and under the caption "Certain United
States Tax Consequences to Non-United States Holders" in the Prospectus, to the
extent such statements purport to summarize or describe the terms of the Shares,
factual matters of law or regulation or constitute summaries of documents
described therein, are accurate and complete in all material respects; and

          (cc) the Company has and will maintain property and casualty insurance
in favor of the Company and its subsidiaries (as the case may be) with respect
to each of the Company's properties, in an amount and on such terms as is
reasonable and customary for businesses of the type conducted and proposed to be
conducted by the Company and its subsidiaries; the Company has not received from
any insurance company written notice of any material defects or deficiencies
affecting the insurability of any of its  properties. 

     5.   The Company covenants and agrees with each of the several Underwriters
as follows:

          (a)  to file the Prospectus in a form approved by you pursuant to Rule
424 under the Securities Act not later than the Commission's close of business
on the second Business Day following the date of determination of the offering
price of the Shares or, if applicable, such earlier time as may be required by
Rule 424(b);

          (b)  to furnish to each Representative and to counsel for the
Underwriters, at the expense of the Company, a signed copy of the Registration
Statement (as originally filed) and each amendment thereto, in each case
including exhibits and documents incorporated by reference therein, and, during
the period mentioned in paragraph (e) below, to furnish each of the Underwriters
as many copies of the Prospectus (including all amendments and supplements
thereto) and documents incorporated by reference therein as you may reasonably
request;

          (c)  from the date hereof and prior to the Closing Date, to furnish to
you a copy of any proposed amendment or supplement to the Registration Statement
or the Prospectus, for your review, and not to file any such proposed amendment
or supplement to which you reasonably object, provided, that any such objection
shall not be unreasonably withheld or delayed;

          (d)  to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
the delivery of a prospectus is required in connection with the offering or sale
of the Shares and during such same period, to advise you promptly, and to
confirm such advice in writing, (i) when any amendment to the Registration
Statement shall have become effective, (ii) of any request by the Commission
for any amendment to the Registration Statement or any amendment or supplement
to the Prospectus or for any additional information, (iii) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation or threatening of any proceeding for
that purpose, and (iv) of the receipt by the Company of any notification with
respect to any suspension of the qualification of the Shares for offer and sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and to use its best efforts to prevent the issuance of any such stop
order or notification and, if issued, to obtain as soon as possible the
withdrawal thereof;

          (e)  if, during such period of time after the first date of the public
offering of the Shares as in the opinion of counsel for the Underwriters a
prospectus relating to the Shares is required by law to be delivered in
connection with sales by the Underwriters or any dealer, any event shall occur
as a result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances when
the Prospectus is delivered to a purchaser, not misleading, or if it is
necessary to amend or supplement the Prospectus to comply with law, forthwith
to prepare and furnish, at the expense of the Company, to the Underwriters and
to the dealers (whose names and addresses the Representatives will furnish to
the Company) to which Shares may have been sold by the Representatives on behalf
of the Underwriters and to any other dealers upon request, such amendments or
supplements to the Prospectus as may be necessary so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be misleading or
so that the Prospectus will comply with law;

          (f)  to endeavor to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Representatives shall
reasonably request and to continue such qualification in effect so long as
reasonably required for distribution of the Shares; provided that the Company
shall not be required to file a general consent to service of process in any
jurisdiction;

          (g)  to make generally available to its security holders and to the
Representatives as soon as practicable an earnings statement covering a period
of at least twelve months beginning with the first fiscal quarter of the Company
occurring after the effective date of the Registration Statement, which shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of
the Commission promulgated thereunder;

          (h)  so long as the Shares are outstanding, to furnish to the
Representatives (but after five years from the date of this Agreement, only upon
request) copies of all reports or other communications (financial or other)
furnished to holders of the Shares, and copies of any reports and financial
statements furnished to or filed with the Commission or any national securities
exchange;

          (i)  for a period of 90 days after the date of the public offering of
the Shares not to (i) offer, pledge, announce the intention to sell, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock of
the Company or any securities convertible into or exercisable or exchangeable
for Common Stock of the Company or (ii) enter into any swap or other agreement
that transfers, in whole or in part, any of the economic consequences of
ownership of the Common Stock of the Company, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Common
Stock of the Company or such other securities, in cash or otherwise, without
the prior written consent of the Representatives, other than any shares of
Common Stock of the Company issued upon the exercise of options or other awards
granted under existing employee stock option and award plans and the issuance
under such plans of options to purchase shares or other awards in respect of
Common Stock of the Company;

          (j)  to list, subject to notice of issuance, the Shares on the New
York Stock Exchange (the "Exchange");

          (k)  to use the net proceeds received by the Company from the sale of
the Shares pursuant to this Agreement in the manner specified in the Prospectus
under the caption "Use of Proceeds"; and

          (l)  whether or not the transactions contemplated in this Agreement
are consummated or this Agreement is terminated, to pay or cause to be paid all
costs and expenses incident to the performance of its obligations hereunder,
including without limiting the generality of the foregoing, all costs and
expenses (i) incident to the preparation, registration, execution, issuance and
delivery of the Shares, (ii) incident to the preparation, printing and filing
under the Securities Act of the Registration Statement, the Prospectus and any
preliminary prospectus (including in each case all exhibits, amendments and
supplements thereto), (iii) incurred in connection with the registration or
qualification of the Shares under the laws of such jurisdictions as the
Representatives may designate (including reasonable fees of counsel for the
Underwriters and its disbursements), (iv) in connection with the listing of the
Shares on the Exchange, (v) related to the filing with, and clearance of the
offering by, the National Association of Securities Dealers, Inc., (vi) in
connection with the printing (including word processing and duplication costs)
and delivery of this Agreement, any Blue Sky Memoranda and the furnishing to the
Underwriters and dealers of copies of the Registration Statement and the
Prospectus, including mailing and shipping, as herein provided, (vii) any
expenses incurred by the Company in connection with a "road show" presentation
to potential investors, (viii) the cost of preparing stock certificates and
(ix) the cost and charges of any transfer agent and any registrar; 

     6.   The several obligations of the Underwriters hereunder to purchase the
Shares on the Closing Date are subject to the performance by the Company of its
obligations hereunder and to the following additional conditions:

          (a)  the Prospectus shall have been filed with the Commission pursuant
to Rule 424 within the applicable time period prescribed for such filing by the
rules and regulations under the Securities Act; no stop order suspending the
effectiveness of the Registration Statement shall be in effect, and no
proceedings for such purpose shall be pending before or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to your satisfaction;

          (b)  the respective representations and warranties of the Company
contained herein are true and correct on and as of the Closing Date as if made
on and as of the Closing Date and the Company shall have complied with all
agreements and all conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date;

          (c)  subsequent to the execution and delivery of this Agreement and
prior to the Closing Date there shall not have occurred any downgrading, nor
shall any notice have been given of (i) any downgrading, (ii) any intended or
potential downgrading or (iii) any review or possible change that does not
indicate an improvement, in the rating accorded any securities of or guaranteed
by the Company by any "nationally recognized statistical rating organization",
as such term is defined for purposes of Rule 436(g)(2) under the Securities Act;

          (d)  since the respective dates as of which information is given in
the Prospectus, there shall not have been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any material adverse
change, or any development involving a prospective material adverse change, in
or affecting the general affairs, business, prospects, management, financial
position, stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole, otherwise than as set forth or contemplated in
the Prospectus, the effect of which in the judgment of the Representatives makes
it impracticable or inadvisable to proceed with the public offering or the
delivery of the Shares on the Closing Date on the terms and in the manner
contemplated in the Prospectus; and neither the Company nor any of its
subsidiaries has sustained since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus any material
loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus;

          (e)  the Representatives shall have received on and as of the Closing
Date a certificate of two executive officers of the Company, with specific
knowledge about the Company's financial matters, satisfactory to the
Representatives to the effect set forth in subsections (a) through (d) (with
respect to the respective representations, warranties, agreements and conditions
of the Company) of this Section and to the further effect that there has not
occurred any material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs, business,
prospects, management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a whole from that set
forth or contemplated in the Registration Statement;

          (f)  John R. Welty, Esq., Vice President, General Counsel and
Secretary of the Company, shall have furnished to the Representatives a written
opinion, dated the Closing Date in form and substance satisfactory to the
Representatives, to the effect that:

               (i)   the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its jurisdiction of
incorporation, with corporate power and authority to own its properties and
conduct its business as described in the Prospectus;

               (ii)      the Company has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, other than where the
failure to be so qualified or in good standing would not have a Material Adverse
Effect on the Company and its subsidiaries, taken as a whole;

               (iii)      each of the Company's subsidiaries has been duly
incorporated and is validly existing as a corporation under the laws of its
jurisdiction of incorporation with corporate power and authority to own its
properties and conduct its business as described in the Prospectus and has been
duly qualified as a foreign corporation for the transaction of business and is
in good standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such
qualification, other than where the failure to be so qualified and in good
standing would not have a Material Adverse Effect on the Company and its
subsidiaries taken as a whole; and all of the outstanding shares of capital
stock of each subsidiary have been duly and validly authorized and issued, are
fully paid and non-assessable, and (except, in the case of foreign subsidiaries,
for directors' qualifying shares) are owned directly or indirectly by the
Company, free and clear of all liens, encumbrances, equities or claims;

               (iv)      to the best knowledge of such counsel, other than as
set forth or contemplated in the Prospectus, there are no legal or governmental
investigations, actions, suits or proceedings pending or, to the best of such
counsel's knowledge, threatened against or affecting the Company or any of its
subsidiaries or any of their respective properties or to which the Company or
any of its subsidiaries is or may be a party or to which any property of the
Company or its subsidiaries is or may be the subject which, if determined
adversely to the Company or any of its subsidiaries, could individually or in
the aggregate have, or reasonably be expected to have, a Material Adverse Effect
the Company and its subsidiaries taken as a whole; to the best of such counsel's
knowledge, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others; and such counsel does not know of any
statutes, regulations, contracts or other documents that are required to be
described in the Registration Statement or Prospectus or to be filed as exhibits
to the Registration Statement that are not described or filed as required;

               (v)      this Agreement has been duly authorized, executed and
delivered by the Company;

               (vi)      the authorized capital stock of the Company conforms as
to legal matters to the description thereof contained and incorporated by
reference in the Prospectus;

               (vii)      the outstanding shares of capital stock of the Company
have been duly authorized and are validly issued, fully paid and non-assessable;

               (viii)      the Shares to be issued and sold by the Company
hereunder have been duly authorized, and when delivered to and paid for the
Underwriters in accordance with the terms of this Agreement, will be validly
issued, fully paid and non-assessable and the issuance of the Shares is not
subject to any preemptive or similar rights;

               (ix)           the statements in the Prospectus under the caption
"Description of Capital Stock", insofar as such statements constitute a summary
of the terms of the Capital Stock of the Company, legal matters, documents or
proceedings referred to therein, fairly present the information called for with
respect to such terms, legal matters, documents or proceedings;

                (x)      such counsel does not know of any contracts or other
documents of a character required to be filed as an exhibit to the Registration
Statement, required to be described in the Prospectus or required to be
incorporated by reference therein which are not so filed, described or
incorporated, as required;

                 (xi)      the Registration Statement has been declared
effective under the Securities Act, the Prospectus was filed with the Commission
pursuant to Rule 424 within the applicable time period prescribed by Rule 424
and, to the best of such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceeding
for that purpose is pending or threatened by the Commission;

                 (xii)      neither the Company nor any of its subsidiaries is,
or with the giving of notice or lapse of time or both would be, in violation of
or in default under, its Certificate of Incorporation or By-Laws or any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which the Company or any of its subsidiaries
is a party or by which it or any of them or any of their respective properties
is bound, except for violations and defaults which individually and in the
aggregate are not material to the Company and its subsidiaries, taken as a
whole; and the performance by the Company of its obligations under this
Agreement and the consummation of the transactions contemplated herein will not
conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument known to such counsel to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries is bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject, nor will any such action result
in any violation of the provisions of the Certificate of Incorporation or the
By-Laws of the Company or any applicable law or statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company, its subsidiaries or any of their respective properties;

                 (xiii)      no consent, approval, authorization, order,
license, registration or qualification of or with any court or governmental
agency or body is required for the consummation by the Company of the
transactions contemplated by this Agreement, except such consents, approvals,
authorizations, orders, licenses, registrations or qualifications as have been
obtained under the Securities Act and as may be required under state securities
or Blue Sky laws in connection with the purchase and distribution of the Shares
by the Underwriters;

                 (xiv)      each of the Company and its subsidiaries owns,
possesses or has obtained all licenses, permits, certificates, consents, orders,
approvals and other authorizations from, and has made all declarations and
filings with, all federal, state, local and other governmental authorities
(including foreign regulatory agencies), all self-regulatory organizations and
all courts and other tribunals, domestic or foreign, necessary to own or lease,
as the case may be, and to operate its properties and to carry on its business
as conducted as of the date hereof, except where the failure to do so,
individually or in the aggregate, would not have a Material Adverse Effect on
the Company and its subsidiaries, taken as a whole, and neither the Company nor
any such subsidiary has received any actual notice of any proceeding relating to
revocation or modification of any such license, permit, certificate, consent,
order, approval or other authorization, except as described in the Registration
Statement and the Prospectus; and each of the Company and its subsidiaries is in
compliance with all laws and regulations relating to the conduct of its business
as conducted as of the date of the Prospectus, except where the failure to do
so, individually or in the aggregate, would not have a Material Adverse Effect
on the Company and its subsidiaries, taken as a whole;

                 (xv)      to the best of such counsel's knowledge, each of the
Company and its subsidiaries is in compliance with all applicable Environmental
Laws, except, where noncompliance, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect on the Company and its
subsidiaries, taken as a whole; there are no legal or governmental proceedings
pending or, to the best knowledge of such counsel, threatened against or
affecting the Company or any of its subsidiaries under any Environmental Law
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect on the Company and its subsidiaries, taken as a whole;

                (xvi)      the Company is not, and after giving effect to the
offering and sale of the Shares, will not be an "investment company" or entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act; and

                (xvii)      such counsel (A) is of the opinion that each
document incorporated by reference in the Registration Statement and the
Prospectus as amended or supplemented (other than the financial statements and
related schedules therein, as to which such counsel need express no opinion)
complied as to form when filed with the Commission in all material respects with
the Exchange Act and the rules and regulations of the Commission thereunder,
(B) believes that (except for the financial statements included therein as to
which such counsel need express no belief) the Registration Statement (including
the documents incorporated by reference therein) filed with the Commission
pursuant to the Securities Act relating to the Securities, when such
Registration Statement became effective, did not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (C) is of the
opinion that the Registration Statement and the Prospectus and any amendments
and supplements thereto (except for the financial statements included therein as
to which such counsel need express no opinion) comply as to form in all material
respects with the requirements of the Securities Act and (D) believes that
(except for the financial statements included therein as to which such counsel
need express no belief) the Registration Statement and the Prospectus, on the
date of this Agreement, did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and that the Prospectus as amended
or supplemented, if applicable, does not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

     In rendering such opinions, such counsel may rely as to matters of fact, to
the extent such counsel deems proper, on certificates of responsible officers of
the Company and certificates or other written statements of officials of
jurisdictions having custody of documents respecting the corporate existence or
good standing of the Company.  With respect to the matters to be covered in
subparagraph (xvii) above, such counsel may state such counsel's opinion and
belief is based upon such counsel's participation in the preparation of the
Registration Statement and the Prospectus and any amendment or supplement
thereto and review and discussion of the contents thereof but is without
independent check or verification except as specified.

     The opinion of John R. Welty, Esq. described above shall be rendered to the
Underwriters at the request of the Company and shall so state therein.

          (g)  Dechert Price & Rhoads, counsel for the Company, shall have
furnished to the Representatives their written opinion, dated the Closing Date
in form and substance satisfactory to the Representatives, to the effect that:

               (i)   this Agreement has been duly authorized, executed and
delivered by the Company; 

               (ii)   the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its jurisdiction of
incorporation, with corporate power and authority to own its properties and
conduct its business as described in the Prospectus;

               (iii)   the authorized capital stock of the Company conforms as
to legal matters to the description thereof contained and incorporated by
reference in the Prospectus;

               (iv)   the statements in the Basic Prospectus under the caption
"Description of Capital Stock" and in the Prospectus under the caption "Certain
United States Tax Consequences to Non-United States Holders" to the extent that
such statements constitute a summary of the terms of the capital stock of the
Company, legal matters, documents or proceedings referred to therein, fairly
present the information called for with respect to such terms, legal matters,
documents or proceedings;

                (v)   the Shares have been duly authorized, and when delivered
to and paid for by the Underwriters in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable and the
issuance of the Shares is not subject to any preemptive or similar rights;

                (vi)   the Rights Agreement has been duly authorized, executed
and delivered by the Company; the Rights thereunder have been duly authorized by
the Company; and the description of the Rights Agreement set forth in the
Registration Statement and the Basic Prospectus is accrurate in all material
respects;

                (vii)   the Registration Statement has been declared effective
under the Securities Act, the Prospectus was filed with the Commission pursuant
to Rule 424 within the applicable time period prescribed by Rule 424 and, to the
best of such counsel's knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceeding for that purpose is
pending or threatened by the Commission;

                (viii)   the performance by the Company of its obligations under
this Agreement and the consummation of the transactions contemplated herein will
not conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, any material agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any
of its subsidiaries is bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject, nor will any such action result
in any violation of the provisions of the Certificate of Incorporation or the
By-Laws of the Company or any applicable law or statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company, its subsidiaries or any of their respective properties.  (For
purposes of this opinion, the term "material agreement or instrument" shall be
limited to any agreement or instrument which was filed as an exhbit to the
documents incorporated by reference in the Prospectus as described therein
under the caption "Incorporation of Certain Documents by Reference" pursuant
to Item 601(b)(10) of Regulation S-K under the Securities Act);

                (ix)   no consent, approval, authorization, order, license,
registration or qualification of or with any court or governmental agency or
body is required for the consummation by the Company of the transactions
contemplated by this Agreement, except such consents, approvals, authorizations,
orders, licenses, registrations or qualifications as have been obtained under
the Securities Act and as may be required under state securities or Blue Sky
laws in connection with the purchase and distribution of the Shares by the
Underwriters;

                (x)   the Company is not and, after giving effect to the
offering and sale of the Shares, will not be an "investment company" or entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act; and

                (xi)   such counsel (A) is of the opinion that each document
incorporated by reference in the Registration Statement and the Prospectus as
amended or supplemented (other than the financial statements and related
schedules therein, as to which such counsel need express no opinion) complied
as to form when filed with the Commission in all material respects with the
Exchange Act and the rules and regulations of the Commission thereunder,
(B) believes that (except for the financial statements included therein as to
which such counsel need express no belief) the Registration Statement (including
the documents incorporated by reference therein) filed with the Commission
pursuant to the Securities Act relating to the Securities, when such
Registration Statement became effective, did not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (C) is of the
opinion that the Registration Statement and the Prospectus and any amendments
and supplements thereto (except for the financial statements included therein
as to which such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Securities Act and (D) believes
that (except for the financial statements included therein as to which such
counsel need express no belief) the Registration Statement and the Prospectus,
on the date of this Agreement, did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and that the Prospectus
as amended or supplemented, if applicable, does not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.

     In rendering such opinions, such counsel may rely as to matters of fact, to
the extent such counsel deems proper, on certificates of responsible officers of
the Company and certificates or other written statements of officials of
jurisdictions having custody of documents respecting the corporate existence or
good standing of the Company.  With respect to matters to be covered in
subparagraph (xii) above, such counsel may state their opinion and belief is
based upon their participation in the preparation of the Registration Statement
and Prospectus and any amendment or supplement thereto and review and discussion
of the contents thereof but is without independent check or verification except
as specified.

     The opinion of Dechert Price & Rhoads described above shall be rendered to
     the Underwriters at the request of the Company and shall so state therein.

          (h)  on the effective date of the Registration Statement and the
effective date of the most recently filed post-effective amendment to the
Registration Statement, if any, and also on the Closing Date each of Coopers &
Lybrand L.L.P. and Price Waterhouse LLP shall have furnished to you letters,
dated the respective dates of delivery thereof, in form and substance
satisfactory to you, containing statements and information of the type
customarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus;

          (i)  the Representatives shall have received on and as of the Closing
Date an opinion of Cahill Gordon & Reindel, counsel to the Underwriters, with
respect to the due authorization and valid issuance of the Shares, the
Registration Statement, the Prospectus and other related matters as the
Representatives may reasonably request, and such counsel shall have received
such papers and information as they may reasonably request to enable them to
pass upon such matters;

          (j)  the Shares to be delivered on the Closing Date shall have been
approved for listing on the New York Stock Exchange, subject to official notice
of issuance;

          (k)  on or prior to the Closing Date the Company shall have furnished
to the Representatives such further certificates and documents as the
Representatives shall reasonably request; and

          (l)  The "lock-up" agreements, each substantially in the form of
Exhibit A hereto, between you and certain shareholders, officers and directors
of the Company relating to sales and certain other dispositions of shares of
Common Stock of the Company or certain other securities, delivered to you on or
before the date hereof, shall be in full force and effect on the Closing Date.

     7.   The Company agrees to indemnify and hold harmless each Underwriter
and each person, if any, who controls any Underwriter within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act, from
and against any and all losses, claims, damages and liabilities (including,
without limitation, the legal fees and other expenses reasonably incurred in
connection with any suit, action or proceeding or any claim asserted) caused
by any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or the Prospectus (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Representatives expressly for use therein; and
provided, however, this indemnity agreement is subject to the condition that, in
so far as it relates to any such untrue statement, alleged untrue statement,
omission or alleged omission made in a preliminary prospectus or prospectus
supplement but eliminated or remedied in the Prospectus, such indemnity
agreement shall not inure to the benefit of any Underwriter from whom the person
asserting any loss, liability, claim, damage, or expense purchased the
Securities (or to the benefit of any person who controls such Underwriter) if
(x) prior to the time such Prospectus was required under the Securities Act to
be furnished to such person, the Company had furnished copies of the Prospectus
to such Underwriter and (y) a copy of such Prospectus as then amended or
supplemented was not furnished to such person at or prior to the time required
under the Securities Act and (z) the delivery of such Prospectus would have
constituted a complete defense to the claim asserted by such person.

     Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign the Registration
Statement and each person who controls the Company within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act to the same extent
as the foregoing indemnity from the Company to each Underwriter, but only with
reference to information relating to such Underwriter furnished to the Company
in writing by such Underwriter through the Representatives expressly for use in
the Registration Statement, the Prospectus, any amendment or supplement thereto,
or any preliminary prospectus.

     If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any person
in respect of which indemnity may be sought pursuant to the preceding paragraphs
of this Section 7, such person (the "Indemnified Person") shall promptly notify
the person or persons against whom such indemnity may be sought (each an
"Indemnifying Person") in writing, and such Indemnifying Persons, upon request
of the Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Persons may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding.  In any such proceeding,
any Indemnified Person shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Person and not the Indemnifying Persons unless (i) the Indemnifying Persons and
the Indemnified Person shall have mutually agreed to the contrary, (ii) the
Indemnifying Persons has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person or (iii) the named parties in
any such proceeding (including any impleaded parties) include both an
Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.  It is understood that no Indemnifying Person
shall, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred.  Any such
separate firm for the Underwriters and such control persons of Underwriters
shall be designated in writing by J.P. Morgan Securities Inc. and any such
separate firm for the Company, its directors, its officers who sign the
Registration Statement and such control persons of the Company shall be
designated in writing by the Company.  No Indemnifying Person shall be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
each Indemnifying Person agrees to indemnify any Indemnified Person from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an Indemnified Person
shall have requested an Indemnifying Person to reimburse the Indemnified Person
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, such Indemnifying Person agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person
shall not have reimbursed the Indemnified Person in accordance with such request
prior to the date of such settlement.  No Indemnifying Person shall, without the
prior written consent of the Indemnified Person, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Person, unless such settlement includes an unconditional
release of such Indemnified Person from all liability on claims that are the
subject matter of such proceeding.

     If the indemnification provided for in the first and second paragraphs of
this Section 7 is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Shares or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and the
Underwriters on the other hand in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations.  The relative benefits received by the
Company on the one hand and the Underwriters on the other hand shall be deemed
to be in the same respective proportions as the net proceeds from the offering
of the Shares (before deducting expenses) received by the Company and the total
underwriting discounts received by the Underwriters, in each case as set forth
in the table on the cover of the Prospectus, bear to the aggregate public
offering price of the Shares.  The relative fault of the Company on the one hand
and the Underwriters on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

     The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purposes) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall an
Underwriter be required to contribute any amount in excess of the amount by
which the total price at which the Shares underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The Underwriters' obligations to
contribute pursuant to this Section 7 are several in proportion to the
respective number of Shares set forth opposite their names in Schedule I hereto,
and not joint.

     The remedies provided for in this Section 7 are not exclusive and shall not
limit any rights or remedies which may otherwise be available to any indemnified
party at law or in equity. The indemnity and contribution agreements contained
in this Section 7 and the representations and warranties of the Company  set
forth in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation
made by or on behalf of any Underwriter or any person controlling any
Underwriter or by or on behalf of the Company, its officers or directors or any
other person controlling the Company and (iii) acceptance of and payment for any
of the Shares.

     8.   Notwithstanding anything herein contained, this Agreement may be
terminated in the absolute discretion of the Representatives, by notice given to
the Company if after the execution and delivery of this Agreement and prior to
the Closing Date (i) trading generally shall have been suspended or materially
limited on or by, as the case may be, any of the New York Stock Exchange or the
American Stock Exchange, the National Association of Securities Dealers, Inc.,
the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the
Chicago Board of Trade, (ii) trading of any securities of or guaranteed by the
Company shall have been suspended on any exchange or in any over-the-counter
market, (iii) a general moratorium on commercial banking activities in New York
shall have been declared by either Federal or New York State authorities, or
(iv) there shall have occurred any outbreak or escalation of hostilities or any
change in financial markets or any calamity or crisis that, in the judgment of
the Representatives, is material and adverse and which, in the judgment of the
Representatives, makes it impracticable to market the Shares being delivered at
the Closing Date on the terms and in the manner contemplated in the Prospectus.

     9.   This Agreement shall become effective upon the execution and delivery
hereof by the parties hereto.

     If on the Closing Date any one or more of the Underwriters shall fail or
refuse to purchase Shares which it or they have agreed to purchase hereunder on
such date, and the aggregate number of Shares which such defaulting Underwriter
or Underwriters agreed but failed or refused to purchase is not more than
one-tenth of the aggregate number of Shares to be purchased on such date, the
other Underwriters shall be obligated severally in the proportions that the
number of Shares set forth opposite their respective names in Schedule I bears
to the aggregate number of Shares set forth opposite the names of all such
non-defaulting Underwriters, or in such other proportions as the Representatives
may specify, to purchase the Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; provided
that in no event shall the number of Shares that any Underwriter has agreed to
purchase pursuant to Section 1 be increased pursuant to this Section 9 by an
amount in excess of one-tenth of such number of Shares without the written
consent of such Underwriter.  If on the Closing Date any Underwriter or
Underwriters shall fail or refuse to purchase Shares which it or they have
agreed to purchase hereunder on such date, and the aggregate number of Shares
with respect to which such default occurs is more than one-tenth of the
aggregate number of Shares to be purchased on such date, and arrangements
satisfactory to the Representatives and the Company for the purchase of such
Shares are not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting Underwriter or
the Company.  In any such case either you or the Company shall have the right
to postpone the Closing Date, but in no event for longer than seven days, in
order that the required changes, if any, in the Registration Statement and in
the Prospectus or in any other documents or arrangements may be effected.  Any
action taken under this paragraph shall not relieve any defaulting Underwriter
from liability in respect of any default of such Underwriter under this
Agreement.

     10.  If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company  shall be unable to perform its obligations under this
Agreement or any condition of the Underwriters' obligations cannot be fulfilled
and is not otherwise waived, the Company agrees to reimburse the Underwriters
or such Underwriters as have so terminated this Agreement with respect to
themselves, severally, for all out-of-pocket expenses (including the fees and
expenses of its counsel) reasonably incurred by the Underwriter in connection
with this Agreement or the offering contemplated hereunder.

     11.  This Agreement shall inure to the benefit of and be binding upon the
Company and the Underwriters, any controlling persons referred to herein and
their respective successors and assigns.  Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other person, firm or
corporation any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision herein contained.  No purchaser of Shares from
any Underwriter shall be deemed to be a successor by reason merely of such
purchase.

     12.  Any action by the Underwriters hereunder may be taken by the
Representatives jointly or by J.P. Morgan Securities Inc. alone on behalf of the
Underwriters, and any such action taken by the Representatives jointly or by
J.P. Morgan Securities Inc. alone shall be binding upon the Underwriters.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication.  Notices to the Underwriters shall be given to the
Representatives, c/o J.P. Morgan Securities Inc., 60 Wall Street, New York, New
York 10260 (telefax:  (212) 648-5705); Attention: Syndicate Department.  Notices
to the Company shall be given to it at Carpenter Technology Corporation, 101
West Bern Street, Reading, Pennsylvania 19601 (telefax: (610) 208-2361);
Attention:John R. Welty.

     13.  This Agreement may be signed in counterparts, each of which shall be
an original and all of which together shall constitute one and the same
instrument.

     14.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF
LAWS PROVISIONS THEREOF.

     If the foregoing is in accordance with your understanding, please sign and
return four counterparts hereof.

                              Very truly yours,

                              CARPENTER TECHNOLOGY CORPORATION



                              By:    s/G. Walton Cottrell
                                  -----------------------------
                                    Name:  G. Walton Cottrell
                                    Title: Senior Vice President -
                                           Finance and Chief
                                           Financial Officer
Title:

Accepted:   March 9, 1998

J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
PAINEWEBBER INCORPORATED
Acting severally on behalf of themselves   
   and the several Underwriters listed in   
   Schedule I hereto.

By:  J.P. MORGAN SECURITIES INC. 


By:  David F. Bozett
     ---------------------------
     Name:  David F. Bozett
     Title: Vice President

                            SCHEDULE I



Underwriter
 Numbers of Shares to be
Purchased


J.P. Morgan Securities Inc..........................................759,000


Credit Suisse First Boston Corporation..............................759,000


Bear, Stearns & Co. Inc.............................................506,000


PaineWebber Incorporated............................................506,000


Donaldson, Lufkin & Jenrette Securities
  Corporation.......................................................126,500


Fahnestock & Co. Inc................................................126,500


First Montauk Securities Corp.......................................126,500


Charles Schwab & Co. Inc............................................126,500


Wheat First Securities..............................................126,500


    Total      .................................................. 3,162,500


                            EXHIBIT A

                   [FORM OF LOCK-UP AGREEMENT]


                                                February 27, 1998



J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
PAINEWEBBER INCORPORATED 
As Representatives of the
  Underwriters named in
  Schedule I to the
  Underwriting Agreement
  referred to below
c/o J.P. Morgan Securities Inc.
60 Wall Street
New York, NY  10260

     Re:  Carpenter Technology Corporation   Public Offering

Ladies and Gentlemen:

     The undersigned understands that you, as Representatives of the several
Underwriters, propose to enter into an Underwriting Agreement (the "Underwriting
Agreement") with Carpenter Technology Corporation, a Delaware corporation (the
"Company"), providing for the public offering (the "Public Offering") by the
several Underwriters named in Schedule I to the Underwriting Agreement (the
"Underwriters") of Common Stock of the Company (the "Securities"). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Underwriting Agreement.

     In consideration of the Underwriters' agreement to purchase and make the
Public Offering of the Securities, and for other good and valuable consideration
receipt of which is hereby acknowledged, the undersigned hereby agrees that,
without the prior written consent of J.P. Morgan Securities Inc. on behalf of
the Underwriters, the undersigned will not, during the period ending 90 days
after the date of the prospectus relating to the Public Offering (the
"Prospectus"), (1) offer, pledge, announce the intention to sell, sell, contract
to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock, par
value $5 per share, of the Company (the "Common Stock") or any securities
convertible into or exercisable or exchangeable for shares of Common Stock
(including without limitation, shares of Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and securities which may
be issued upon exercise of a stock option or warrant) or (2) enter into any swap
or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise. In addition, the
undersigned agrees that, without the prior written consent of J.P. Morgan
Securities Inc. on behalf of the Underwriters, the undersigned will not, during
the period ending 90 days after the date of the Prospectus, make any demand for,
or exercise any right with respect to, the registration of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for
shares of Common Stock.

     In furtherance of the foregoing, the Company, and any duly appointed
transfer agent for the registration or transfer of the securities described
herein, are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Letter Agreement. 

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Letter Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.  The undersigned understands that, if the
Underwriting Agreement does not become effective or if the Underwriting
Agreement (other than the provisions thereof which survive termination) shall
terminate or be terminated prior to payment for and delivery of the Common
Stock to be sold thereunder, the undersigned shall be released form all
obligations under this Letter Agreement.

     The undersigned understands that the Underwriters are entering into the
Underwriting Agreement and proceeding with the Public Offering in reliance upon
this Letter Agreement.


    This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to the conflict of laws principles
thereof.

                              Very truly yours,

                              [NAME OF STOCKHOLDER]
                                   By:  s/[Stockholder]
                                        --------------------------
                                        Name:
                                        Title:


Accepted as of the date
first set forth above:

J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
PAINEWEBBER INCORPORATED 
Acting severally on behalf of themselves
  and the several Underwriters named in
  Schedule I to the Underwriting Agreement

By:  J.P. MORGAN SECURITIES INC.


By:  s/David F. Bozett
     ---------------------------
     Name:   David F. Bozett
     Title:  Vice President  

EX-99

                                   Contact:  Robert J. Dickson
                                             Treasurer
                                             (610) 208-2165

IMMEDIATE RELEASE


CARPENTER'S OFFERING OF 3,162,500 COMMON SHARES
PRICED AT $48 1/16

     Reading, PA (March 9, 1998) -- Carpenter Technology Corporation (NYSE:CRS)
today announced a public offering of 3,162,500 shares of common stock priced at
$48 1/16 per share.
     All of the shares of common stock are being sold by Carpenter. Net
proceeds from the sale of the shares will be used to repay debt incurred to
finance the acquisition of Talley Industries Inc., which was completed on
February 19, 1998.
     The underwriting group is managed by J.P. Morgan & Co.; Credit Suisse
First Boston; Bear, Stearns & Co. Inc.; and PaineWebber Incorporated.
     Carpenter is a leading manufacturer and distributor of specialty
materials, such as stainless steel, specialty alloys, titanium, tool steels,
ceramics and other advanced metals.
     Talley is a diversified company that operates in three basic segments:
stainless steel processing and distribution, government products and services,
and industrial products. Carpenter intends to retain Talley's stainless steel
processing and distribution 
(More)
Page 2 - Carpenter/Stock Offering Pricing

business and to divest the other segments. The divestitures are currently
underway.
# # #
     (Editor's Note: This announcement will not constitute an offer to sell or
the solicitation of an offer to buy, nor will there be any sale of these
securities in any state in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities law of any
state.
     A copy of the final prospectus relating to this offering can be obtained
from J.P. Morgan & Co. at 610 Wall Street, New York, N.Y. 10260; telephone
(212) 648-1532.)